AGREEMENT №:
TRANSACTION №: BARC67354825KASI
DATE: January 2, 2024
AGREEMENT №:
TRANSACTION № : BARC67354825KASI
DATE: JANUARY 02, 2024
CORPORATE AGREEMENT FOR
SWIFT MT 103 GPI-AUTOMATIC CASH TRANSFER
(SWIFT.COM)
VIA BANK TO BANK
BETWEEN
TULLOW OIL PLC
PARTY A / INVESTOR / THE SENDER / THE LENDER
&
PT. XXXXXXXXXXXXXXXX
PARTY B /PARTNER / THE RECEIVER / THE BORROWER
This Corporate Agreement is a Legal Agreement between the Sender and the
Receiver.
Please read This Agreement carefully. Both Parties are hereby agreed to be legally
bound by this Agreement. This means that Partnership Cooperation Both Accepts All
Terms And Conditions of this Agreement. This Agreement is Irrevocable &
Unconditionally.
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SENDER INITIALS RECEIVER INITIALS
AGREEMENT №:
TRANSACTION №: BARC67354825KASI
DATE: January 2, 2024
Via SWIFT MT103 GPI Automatic Cash Transfer
CORPORATE AGREEMENT FOR
SWIFT MT-103 GPI – AUTOMATIC CASH TRANSFER (SWIFT.COM)
VIA BANK TO BANK
This Corporate Agreement and the attached Annexes (further designated as the Agreement) are
entered on this January 2, 2024 by and between:
The PARTY A / The INVESTOR / The SENDER / The LENDER
COMPANY NAME: TULLOW OIL PLC
COMPANY ADDRESS: 9 CHISWICK PARK, 566 CHISWICK HIGH ROAD, LONDON, W45XT
COMPANY REG. №: 03919249
REPRESENTED BY: MANGAN SIMON JOSEPH
PASSPORT NUMBER: PE5426183
DATE OF ISSUE: 27 JAN 2016
DATE OF EXPIRY: 26 JAN 2026
COUNTRY OF ISSUE: IRISH
BANK NAME: BARCLAYS BANK PLC
BANK ADDRES: 1 CHURCHILL PLACE, LONDON E14 5HP, UNITED KINGDOM
ACCOUNT NAME: TULLOW OIL PLC
IBAN GB07 BUKB2026 4690 0664 00
SWIFT CODE: BUKBGB22
(Hereinafter referred to as
the “Party A” or the “INVESTOR or the SENDER or the LENDER”)
And
The PARTY B / The DEVELOPER / The RECEIVER / The BORROWER
COMPANY NAME:
COMPANY ADDRESS:
COMPANY REG. NO.:
REPRESENTED BY:
PASSPORT NUMBER:
ISSUING COUNTRY:
DATE OF ISSUE:
DATE OF EXPIRY:
BANK NAME:
BANK ADDRESS:
SWIFT CODE:
ACCOUNT NAME:
ACCOUNT NUMBER:
BANK OFFICER NAME
BANK OFFICERS EMAIL
BANK OFFICER TEL:
(Hereinafter referred to as the “Party B” or the “DEVELOPER or the RECEIVER or the BORROWER”)
THE PARTY B is licensed and must abide by GPI Banking Laws and Regulations, set through
compliance and due diligence requirements for GPI International Banking / Business / Commodity
transactions worldwide.
THE PARTY B has approvals to accept large deposits / a sum of monies from around the World,
THE PARTY B has Bank Approvals to accept/Conclude Large International / Global Business
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SENDER INITIALS RECEIVER INITIALS
AGREEMENT №:
TRANSACTION №: BARC67354825KASI
DATE: January 2, 2024
Transactions.
WHEREAS: The PARTY B is ready and able to receive this transfer as a Private Loan for GPI
parties herein from the execution of various infrastructure development projects, & Party-B is
ready, willing and able to receive said CASH TRANSFERS up to €49,000,000.00 (Forty-Nine
Million Euros) with Rollover and Extension VIA the SWIFT MT-103 GPI-Automatic Cash Transfer
from Party-A, these funds will be loaned/disbursed by Party-B as per PAYOUT LIST instructions
(IMDPA), as described in Appendix A.
WHEREAS: The PARTY A represents and warrants, with full corporate and legal responsibility,
that he has the permission to enter into this Agreement, as well as declares under penalty of
perjury that the funds are good, clean, clear, and free of noncriminal origin, are free and clear,
encumbrances and third parties' interests.
WHEREAS: The PARTY B is ready, willing and able to Receive €49,000,000.00 (Forty-Nine
Million Euros) by way of Cash Transfer via SWIFT MT103 GPI (SWIFT.COM) which will be
disbursed in accordance with the PAYOUT LIST instructions (IMDPA).
DESCRIPTION OF TRANSACTION:
1. SENDER’S INSTRUMENT SWIFT.COM GPI MT-103 Automatic Cash Transfer
2. TOTAL FACE VALUE €500,000,000.00 (Five Hundred Million Euros)
3. FIRST TRANCHE €49,000,000.00 (Forty-Nine Million Euros)
4. FURTHER TRANCHES As per request letter PARTY B
5. RATIOS AS SPECIFIED IN IMDPA
6. PAYMENT VIA SWIFT MT103 OVER MONTHLY TRANCHES
CASH TRANSFER VIA SWIFT MT 103 GPI - AUTOMATIC CASH TRANSFER:
1. The SENDER and the RECEIVER (The PARTIES) sign the present Agreement, both
acknowledge it as a full commercial recourse contract.
2. The Agreement is lodged by the Parties in their respective banks.
3. Upon mutual adjustment of readiness, the SENDER’S bank officer will then transfer banking
cash via SWIFT GPI MT103 Automatic Cash Transfer to the RECEIVER’S account and provides
the RECEIVER side with a copy of SWIFT transaction slip with uncovered, UETR and other
Data.
4. Basing on the above document, the PARTIES Bank officer verifies the funds via Bank to Bank
system.
5. Upon effected download/receipt, authentication and booking on PARTIES target account, upon
sharing readiness the re-fund payments are shared among all participants of the transaction
within 1 (one) banking day according to Irrevocable Corporate Payment Guarantee Order
“ICPGO” hereto enclosed in this Agreement.
6. After the Sender receive ICPGO from the Receiver, the Sender will send final codes to the
Receiver, then the Receiver will disburse as per PAYOUT LIST instructions (IMDPA) or as
mutually agreed PGL (Payment Guarantee Letter).
7. All cash transfer money from the SENDER (the Lender) to the RECEIVER (the Borrower) as a
Private Loan Receiver.
8. Neither communication of Bank Officers during the transaction. The Bank Officers contact only
their respective clients, and the Clients (Parties) stay in continuous touch. Exceptions are bank
obligatory procedures and emergency situations.
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SENDER INITIALS RECEIVER INITIALS
AGREEMENT №:
TRANSACTION №: BARC67354825KASI
DATE: January 2, 2024
9. After such processing and start-up of first step of transfer (documentary), the next tranche
becomes agreed between the Parties and processed as above, then subsequent tranches.
10. PARTNER's bank, will releases the payment in MONTHLY tranches over a period of a minimum
of nine months, and if necessary maximum period of one year from bank confirmation
downloading date.
NON-SOLICITATION:
The Receiver hereby confirms and declares that its associates or representatives, or any other
person(s) on its behalf, has/have never been solicited by any party, its shareholders or associates
or representatives in any way whatsoever that can be construed as a solicitation for this future
transaction. Any delay in or failure of performance by either party of their respective obligations
under this Agreement shall constitute a breach here under and will give rise to claims for damages
if, and to the extent that such delay(s) or failure(s) in performance is(are) not caused by event(s)
or circumstance beyond the control of such party in default.
The term Beyond the Control of Such Party includes Act of War, Rebellion, Fire, Flood, Earthquake
or other natural disasters, and any other cause not within the control of such nonperforming party,
or which the non- performing party by exercise of reasonable diligence is unable to foresee or
prevent or remedy.
REPRESENTATIONS AND WARRANTIES:
(a) Organization: It is duly organized, validly existing and in good standing under the laws of its
jurisdiction of formation with all requisite power and authority to enter into this Agreement, to
perform its obligations here under and to conduct the business of this transaction.
(b) Enforceability: This Agreement constitutes the legal, valid and binding obligation of such
party enforceable in accordance with its terms.
(c) Consents and Authority: No consents or approvals are required from any of the
governmental authority or other person for it to enter into this Agreement. All actions on the
part of such acting party necessary for the authorization, execution and delivery of this
Agreement, and the consummation of the transactions contemplated hereby by such party,
have been duly taken.
(d) No Conflict: The execution and delivery of this Agreement by it and the consummation of the
transactions contemplated hereby by it do not conflict with or contravene the provisions of its
organizational documents or any agreement or instrument by which it or its properties or
assets are bound or any law, rule, regulation, order or decree to which it or its properties or
assets are subject.
(e) The Receiver: It has been afforded the opportunity to seek and rely upon the advice of its
own attorney, accountant or other professional adviser in connection with the execution of this
Agreement. Both Parties shall do so in respect of each other and under this Agreement written
conditions.
(f) Limitation of liability: The SENDER including all to the SENDER connected mandates and
intermediaries acting with full personal and corporate legal responsibility, hereby irrevocably
and unconditionally, without protest or notification, without prejudice, recourse shall hold the
RECEIVER harmless from all claims from other third parties arising out of this loan transaction
herein not incurred as a direct obligation of this field of activity for the RECEIVER. The SENDER
acting with full personal and corporate legal responsibility, hereby irrevocably and
unconditionally, without protest or notification, without prejudice, recourse irrevocably confirms
to indemnify and keep the RECEIVER indemnified against any and all liabilities, costs, claims,
demands, proceedings, charges, actions, suits, or expenses or whatsoever kind or character
that may be incurred or suffered by any of them howsoever arising in connection of the
transaction described in this agreement.
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SENDER INITIALS RECEIVER INITIALS
AGREEMENT №:
TRANSACTION №: BARC67354825KASI
DATE: January 2, 2024
MISCELLANEOUS:
(a) Notice(s): The two authorized signatories will execute any modifications, amendments, and
addendums or follow-on contracts respectively. When signed and referenced to this
Agreement, whether received by mail or facsimile transmission as all and any facsimile or
photocopies certified as true copies of the originals by both Parties hereto shall be considered
as an original, both legally binding and enforceable for the term of this Agreement.
(b) Specific Performance: Other Rights: The Parties recognize that several of the rights
granted under this Agreement are unique and, accordingly, the Parties shall in addition to such
other remedies as may be available to the mat law or inequity, have the right to enforce their
rights under this Agreement by actions for injunctive relief and specific performance.
(c) Prior Agreements: Construction: Entire Agreement: This Agreement, including the
Exhibits and other documents referred to herein (which form apart hereof), constitutes the
entire agreement of the Parties with respect to the subject matter hereof, and supersedes all
prior agreements and understandings between them as to such subject matter and all such
prior agreements and understandings are merged herein and shall not survive the execution
and delivery hereof. In the event of any conflict between the provisions of this Agreement and
those of any Joint Ventures Agreement, the provisions of the applicable Joint Venture
Agreement shall control.
(d) Amendments: This Agreement may not be amended, altered or modified except (i) upon the
unanimous by instrument in writing and signed by each of the Investor and Asset Manager.
(e) Severability: If any provision of this Agreement shall be held or deemed by a final order of a
competent authority to be invalid, inoperative or unenforceable, such circumstance shall not
have the effect of rendering any other provision or provisions herein contained invalid,
inoperative or unenforceable, but this Agreement shall be construed as if such invalid,
inoperative or unenforceable provision had never been contained herein so as to give full force
and effect to the remaining such terms and provisions.
(f) Counterparts: This Agreement may be executed in one or more counterparts, all of which
shall be considered one and the same agreement, and shall become effective when one or
more such counterparts have been signed by and delivered to each of the Parties.
(g) Applicable Law; Jurisdiction: This Agreement shall be governed by and construed in
accordance with the laws of Government Republic of Indonesia. The Parties consent to the
exclusive jurisdiction of the laws of Government Republic of Indonesia. shall be preceded with
the according to the principal, with any civil action concerning any controversy, dispute or
claim arising out of or relating to this Agreement, or any other agreement contemplated by, or
otherwise with respect to, this Agreement or the breach hereof, unless such court would not
have subject matter jurisdiction thereof, in which event the Parties consent to the jurisdiction
of the laws of Government Republic of Indonesia as above indicated. The Parties hereby waive
and agree not to assert in any litigation concerning this Agreement the doctrine of forum non-
convenient
(h) Waiver of Jury Trial: The Parties Here to Hereby Irrevocably and Unconditionally Waive Trial
by Jury in any Legal Action or Proceeding Relating to This Agreement and For Any
Counterclaim Therein,
(i) No Rights of Third Parties: This Agreement is made solely and specifically between and for
the benefit of the Parties hereto and their respective members, successors and assigns subject
to the express provisions hereof relating to successors and assigns, and (ii) no other Person
whatsoever shall have any rights, interest, or claims hereunder or be entitled to any benefits
under or on account of this Agreement as a third-party beneficiary or otherwise.
(j) Survival: The covenants contained in this Agreement which, by their terms, require
performance after the expiration or termination of this Agreement shall be enforceable
notwithstanding the expiration or other termination of this Agreement.
(k) Headings: Headings are included solely for convenience of reference and if there is any
conflict between headings and the text of this Agreement, the text shall control.
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SENDER INITIALS RECEIVER INITIALS
AGREEMENT №:
TRANSACTION №: BARC67354825KASI
DATE: January 2, 2024
(l) No Broker: Each of Investor and Asset Manager represent and warrant that it has not dealt
with any broker in connection with this Agreement and agrees to indemnify, defend and hold
harmless each other party hereto and its affiliates from all claims and/or damages as a result
of this representation and warranty being false.
(m) Currency: Any exchange of funds between Sender and Receiver shall be made in the same
currency in which the Sender transferred the investment fund. In addition, all calculations
pursuant to this Agreement shall be based on Indonesian Rupiah (IDR).
ARBITRATION:
All disputes and questions whatsoever which arises between the Parties to this Agreement and
touching on this Agreement on the construction or application thereof or any account cost, liability
to be made here under or as to any act or way relating to this Agreement shall be settled by the
arbitration in accordance with the Indonesian National Arbitration Board (BANI).
(a) Every attempt shall be made to resolve disputes arising from unintended or inadvertent
violation of this contractual Agreement as far as possible amicably. In the event that
adjudication is required local legal process shall be preceded with according to the principal of
the ICC as above indicated. Where judicial resolution is not thereby achieved, this matter shall
be settled by the ICC itself and the decision of which all Parties shall consider to be final and
binding. No State court of any nation shall have subject matter jurisdiction over matters arising
under this Agreement.
(b) This Agreement contains the entire agreement and understanding concerning the subject
matter hereof and supersedes and replaces all prior negotiations and proposed agreements,
written or oral. Neither of the Parties may alter, amend, nor modify this Agreement, except by
an instrument in writing signed by both Parties.
(c) This Agreement will be governed by and construed in accordance with the laws of United
Kingdom. In the event that either party shall be required to bring any legal actions against the
other in order to enforce any of the terms of this Agreement the prevailing party shall be
entitled to recover reasonably attorney fees and costs.
(d) All Communications will take place on the account to account only. No exceptions, e-mail,
attachments of this document, when duly executed are to be considered originals and binding
documents.
(e) This Agreement once executed by both Parties will become effective as of the date first written
above. Any official notice(s) exchanged by the Parties hereto, shall be sent to the first
mentioned address(s) herein or as may be attached by addenda hereto. A facsimile or
electronically transferred copy of this Agreement, duly signed by both Parties, shall be deemed
original.
<<<<<<< The Remainder of Page Is Left Blank Intentionally >>>>>>>>
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SENDER INITIALS RECEIVER INITIALS
AGREEMENT №:
TRANSACTION №: BARC67354825KASI
DATE: January 2, 2024
EDT (ELECTRONIC DOCUMENT TRANSMISSIONS)
EDT (Electronic document transmissions) shall be deemed valid and enforceable in respect of any
provisions of this Contract, and as applicable, this Agreement shall incorporate:
U.S. Public Law 106-229, Electronic Signatures in Global and National Commerce Act'' or such
other applicable law conforming to the UNCITRAL Model Law on Electronic Signatures (2001);
ELECTRONIC COMMERCE AGREEMENT (ECE/TRADE/257, Geneva, May 2000) adopted by the
United Nations Centre for Trade Facilitation and Electronic Business (UN/CEFACT); and
EDT documents shall be subject to European Community Directive No.95/46/EEC, as
applicable. Either Party may request hardcopy of any document that has been previously
transmitted by electronic means provided however, that any such request shall in no manner
delay the Parties from performing their respective obligations and duties under EDT
instruments.
IN WITNESS WHEREOF, the Parties hereto do set their hands and are witnessed with seals
upon this Agreement as of this date of January 2, 2024
SIGNATURES:
ACKNOWLEDGED, CONFIRMED AND ACCEPTED BY BOTH PARTIES
SIGNED AND SEALED FOR AND ON BEHALF OF SENDER/LENDER:
Company Name: Tullow Oil Plc
Representative: Mangan Simon Joseph
Position: Director
Passport Nº: PE5426183
Issuing Country: Irish
Issue Date January 27, 2016
Expiration Date January 26, 2026
Date of Signature January 02, 2024 ___________________________
Signature and Corporate Stamp
SIGNED AND SEALED FOR AND ON BEHALF OF THE RECEIVER/BORROWER:
Company Name:
Representative:
Position:
Passport Nº:
Issuing Country:
Issue Date
Expiration Date
Date of Signature January 02 9, 2024 _________________________
Signature and Corporate Stamp
Electronic signature is valid and accepted as hand signature base on EDT rule.”
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SENDER INITIALS RECEIVER INITIALS
AGREEMENT №:
TRANSACTION №: BARC67354825KASI
DATE: January 2, 2024
Annex A
PASSPORT (ID CARD) COPY OF THE PARTY-A / INVESTOR
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SENDER INITIALS RECEIVER INITIALS
AGREEMENT №:
TRANSACTION №: BARC67354825KASI
DATE: January 2, 2024
Annex B
INVESTOR: COMPANY CERTIFICATE
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SENDER INITIALS RECEIVER INITIALS
AGREEMENT №:
TRANSACTION №: BARC67354825KASI
DATE: January 2, 2024
Annex C
THE RECEIVER: PASSPORT COPY
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SENDER INITIALS RECEIVER INITIALS
AGREEMENT №:
TRANSACTION №: BARC67354825KASI
DATE: January 2, 2024
Annex D
THE RECEIVER: COMPANY CERTIFICATE
END THE AGREEMENT
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SENDER INITIALS RECEIVER INITIALS
