DATED _________

By and between:

Nine AM Ltd.

As “Lender”

AND

PT Bangun Karya Pratama

As “Borrower”

LOAN AGREEMENT
 LOAN AGREEMENT

This LOAN AGREEMENT (the “Agreement”) is made and entered into on this day of
_________2013 and between:

1. , a company established and existing under the law of the Indonesia, having its domicile
in _____________ (including its assignees, legal successors or appointed party
hereinafter referred to as the (“Lender”)).
and
2. , a company established and existing under the law of the ___________, having its
domicile in ____________ (including its assignees, legal successors or appointed party
hereinafter referred to as the (“Borrower”)).

The Lender and the Borrower are collectively referred to herein as the “Parties” and each of
them as a “Party”.

The Parties hereby declare as follows:

WHEREAS:

(A) The Borrower has applied for a loan facility from the Lender in a maximum principal
amount as further stipulated in this Agreement.
(B) At the request of the Borrower, the Lender agrees to provide a loan in the amount of
Rp_________ (_________ Rupiah) to the Borrower on the terms and subject to the
conditions of this Agreement
NOW THEREFORE, the Parties hereto agree to enter into this Agreement under the
following terms and conditions:

1. DEFINITIONS AND INTERPRETATION

1.1 Definitions.

In this Agreement, unless the context requires otherwise:

“Agreement” means this Loan Agreement including any amendment, variation,

schedule and/or appendix that are made and agreed by both Parties from time to time;

“Business Day” means a day other than Saturday, Sunday or public holiday or a day
when the bank is closed for business in the place where an act is to be performed or a
payment is to be made;

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 “Company” means PT Grand Mandiri Utama, a company established and existing
under the law of the Republic of Indonesia, having its domicile in Jalan K.H. Wahid
Hasyim No. 186, Central Jakarta;

“Company Shares” means ___ shares having a total nominal value of Rp________
representing ___% of total issued shares in the capital of the Company and all other
shares in the capital of the Company subsequently owned by the Borrower.

“Event of Default” has the meaning ascribed to it in Clause 11;

“Loan” has the meaning ascribed to it in Clause 2.1;

“Maturity Date” has the meaning ascribed to it in Clause 6.1;

“Outstanding Amount” means, at any time, all amounts payable by the Borrower to the
Lender under this Agreement, consisting of the aggregate principal amount of the Loan,
accrued interest, penalty and/or any other amount due and payable (if any) by the
Borrower;

“Person” means any person (including a natural person), firm, company, corporation,
government, state or agency of a state or any association or partnership (whether or not
having separate legal personality);
Rupiah” or “Rp” means the lawful currency of Indonesia;

“US Dollar” or “US$” means the lawful currency of the United States of America;

1.2 Headings. Headings are inserted for convenience only and shall not affect the
construction of this Agreement.

1.3 Business Days. Where the day on or by which any thing is to be done is not a Business
Day, that thing must be done on or by the first Business Day immediately following the
date due.

1.4 A reference to “date” or “time” is a reference to that date or time at Jakarta, Indonesia.

1.5 A provision of this Agreement must not be construed to the disadvantage of a party
merely because that party was responsible for the preparation of the Agreement or the
inclusion of the provision in the Agreement.

1.6 The Loan shall be used by the Borrower to subscribe 992,778.5 shares having a total
nominal value of Rp 99,277,850,000 (ninety nine billion and two hundred seventy seven

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 million and eight hundred and fifty thousand Rupiah ) representing 95% of total issued
shares in the capital of the Company.

1.7 The Borrower may borrow the Loan by giving to the Lender a duly completed request
(in the form as attached hereto as Attachment 1) (“Utilization Request”) at least 3
(three) business days (or such shorter period as may be agreed by the Lender) prior to
the utilization date.
1.8 The Loan shall be remitted by the Lender to the account as designated by the Borrower
on the utilization date as proposed by the Borrower in the Utilization Request.
1.9 Any calculation, certification or determination by the Lender of rate or amount under
this Agreement shall be, in the absence of manifest error, conclusive evidence of the
matters to which it relates.

3. REQUIRED APPROVALS 1.
3.1 In relation to the Loan under this Agreement, the Borrower shall obtain the following
approvals:
a) approval from its board of directors, board of commissioners and its shareholders
and/or in relation to the execution, delivery and performance of this Agreement; and
b) all consents and approvals required by the Borrower from any third party or
financial institution for the execution, delivery and performance of this Agreement
(if so required).
3.2 The Borrower hereby represents and warrants that the obtaining of the approvals as set 1.1
out in Clause 3.1 shall be solely the responsibility of the Borrower and the failure of the
Borrower to obtain any of those approvals shall not in any case render this Agreement or
the Loan to become invalid.

3.3 Notwithstanding the foregoing, the Borrower shall in all cases be bound by the terms
and conditions of this Agreement and perform all its obligations hereunder, regardless
the lack or absence of any approval. Upon the request of the Lender, the Borrower shall
provide evidence to the Lender that all required approvals have been obtained.

4. INTEREST AND PENALTY

4.1 The interest rate applicable on the Loans is ____ (___) per cent per annum (“Interest”)
which is calculated from the outstanding Loan from the utilization date until the full
repayment of the Outstanding Amount.

4.2 The Parties agree and covenant that Interest on the Loan become will be immediately
due and payable in full by the Borrower to the Lender (bullet payment) on the Maturity
Date.

4.3 Payment of Interest shall be done by the Borrower by depositing a sum of money equal
to the amount of the due and payable interest in accordance with Clause 4.1. and 4.2

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 above to an account notified by the Lender to the Borrower from time to time.

4.4 For the avoidance of doubt, the Parties agree that the payment of the Interest will be
done in one time on the Maturity Date for the entire amount of the due and payable
Interest on the Loan.

4.5 If the Borrower fails to repay the Outstanding Amount in full at the Maturity Date, the
Borrower shall be imposed with penalty at the rate of 2% (two percent) per month
calculated from the Outstanding Amount and since the Maturity Date until the actual full
repayment of such Outstanding Amount

4.6 Penalties for late submission as referred to in Clause 4.5 above shall be paid by the
Borrower to the Lender concurrently with repayment of the Outstanding Amount.

4.7 If the payment amount received by the Lender from the Borrower is not sufficient to
fully pay the Outstanding Amount (for the full principal amount, interest and penalties)
under this Agreement, then the amount received by the Lender shall be applied or used
to pay part of the Outstanding Amount in accordance with the following the priority or
sequence:
(i) First, the amount will be used to pay the due and payable penalty;
(ii) Second, if there is remaining balance after the payment of outstanding penalty,
then the remaining balance will be used to repay all or part of the due and payable
Interest
(iii) Third, if there is remaining balance after the payment of the due and payable
Interest the remaining balance will be used to repay all or part of the outstanding
principal amount of the Loan.
4.8 The interest shall be calculated on the basis that a year consists of 360 days and 12
month and a month consists of 30 days.

5. NET PAYMENTS

Any and all payments made by the Borrower hereunder shall be made without set-off,
counterclaim or other defence. All payments shall be made free and clear of, and
without deduction or withholding for any taxes and costs.

6. MATURITY DATE

6.1 The Loan shall be due and payable, and shall be fully repaid by the Borrower to the
Lender, within 14 (fourteen) Business Days as of the delivery of a repayment notice by
the Lender to the Borrower (the “Maturity Date”).

6.2 The Loan granted by the Lender to the Borrower shall be repaid by the Borrower to the
Lender immediately and in full (bullet payment) on the Maturity Date. The Borrower

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 shall deposit or transfer the money to an account designated by the Lender which will be
notified by the Lender to the Borrower from time to time.

6.3 The Loans cannot be utilized by or disbursed to the Borrower after the Maturity Date,
unless the term of the Loan and the Maturity Date are extended by the Parties based on
an addendum to this Agreement, which is signed by the Parties prior to the expiration of
this Agreement.

7. TAX, FEE, AND OTHER EXPENSES

All costs and expenses incurred, taxes, attorney fees, in connection with the creation and
execution of this Agreement shall be borne by each Party in accordance with the
prevailing regulation.

8. THE UNDERTAKINGS AND COVENANTS

In consideration of the Lender advancing the Loan for the benefit of the Borrower and to
secure the repayment thereof and any other amounts payable hereunder, the Borrower
hereby agrees that at all times and from time to time unless the Lender determines
otherwise, the Borrower:

a. shall promptly deliver any information relating to any occurrence of an Event of

Default under this Agreement;

b. shall cause the Company to observe any and all laws and regulations applicable to
it, and to obtain any license, consent, or other approval (whether government or
otherwise), necessary, required or desirable to maintain its corporate existence and
business operations;

9. REPRESENTATION AND WARRANTIES

The Borrower represents and warrants to the Lender that:

a. Borrower is a limited liability established and existing under the law of the Republic
of Indonesia, and has the full legal right and authority required to enter into, execute
and deliver this Agreement and to fully perform Borrower’s obligation hereunder.
Borrower is not bankrupt and/or insolvent.

b. This Agreement has been duly authorized and executed by the Borrower and
constitutes legal, valid and binding obligations of the Borrower;

c. All authorizations, regulatory approvals and third party consents required or

advisable in connection with his entry into, performance of, and the validity and
enforceability of, this Agreement and the transactions contemplated hereby, have

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 been obtained or effected and are in full force and effect.

d. The execution and delivery of, and the performance by the Borrower of his
obligations under this Agreement shall not:

1) result in a breach of, or constitute a default under, any instrument, contract,

document or agreement, to which it is a party or by which he or its assets are
bound; and/or
2) result in a breach of any law, rules, regulations, ordinances, order, judgment or
decree of or undertaking to any court, government body, statutory authority or
regulatory body by which it is or its assets are bound.
e. The Borrower is or will be the sole registered and beneficial owner and holder of
the Company Shares.

f. Borrower is not involved in, nor is there pending or, to the best of Borrower’s
knowledge, threatened litigation, arbitration or other proceedings of a litigious
nature, nor are there any circumstances likely to give rise to any such litigation,
arbitration or proceedings which might, if adversely determined, have a material
adverse effect to the Borrower’s ability to perform the obligations hereunder.
g. All information passed by the Borrower to the Lender in application for the Loan
are true and accurate, and that the Borrower is well aware of the fact that the Lender
relies on such warranties and representations in deciding whether or not to grant the
Loan and in deciding the terms of this Agreement.

10. INDEMNITY

10.1 The Borrower shall indemnify the Lender and hold the Lender harmless from any and
all claims, losses (including claims for consequential losses), threats, suits damages,
penalties, liabilities, costs, charges and expenses (including any liability or legal fees) or
other liability whatsoever or howsoever incurred as a result of:
a. any failure of the Borrower to comply with any of its respective obligations under
this Agreement or with any of the prevailing laws and/or regulations;
b. any breach of any representation or warranty of the Borrower under this Agreement;
or
c. any claim from any third party, including but not limited to Indonesian government
or authorities, with respect to the execution, performance and delivery of this
Agreement by the Borrower
10.2 The indemnities in this Agreement shall be a continuing obligation, separate and
independent from the Borrower’s other obligations and survives the termination of this
Agreement.

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11. EVENT OF DEFAULT

Each of the events or circumstances set out in Clause 11 shall constitute an Event of Default:

11.1 Breach of Undertakings & Misrepresentation:

Any representation, warranty, undertaking or statement made or deemed to be made by

the Borrower in this Agreement is breached or incorrect or misleading.

11.2 Insolvency Proceedings:

Any legal proceedings or other procedure or step is taken in relation to:

a) the suspension of payments or a moratorium of any indebtedness (by way of
voluntary arrangement or otherwise) of the Borrower;
b) the Borrower is applying for or declared bankrupt;
c) the enforcement of any security over any assets of the Borrower, or
d) any analogous procedure or step is taken in any jurisdiction.

11.3 Unlawfulness:

It is or becomes unlawful for the Borrower to perform any of its obligations under this
Agreement.

On and at any time after the occurrence of an Event of Default, the Lender may by
notice to the Borrower declare that the Loan be immediately due and payable. The
Borrower shall pay all Outstanding Amount to the Lender in accordance with Clause 6
of this Agreement and the Maturity Date shall be deemed to be such date specified by
the Lender in such notice.

12. TERMINATION

12.1 The term of this Agreement shall commence on the signing date of this Agreement and
shall terminate upon the Outstanding Amount having been fully repaid and all
obligations of the Borrower under this Agreement having been fully performed or
satisfied.

12.2 For the purpose of termination of this Agreement, the Parties waive the application of
the provisions of Articles 1266 of the Indonesian Civil Code to the extent that a judicial
decision is required for such termination.

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13. ASSIGNMENT

12.1 The Borrower is not entitled to sell, assign or transfer any of its rights, benefits or
obligations under this Agreement to any third party without the prior written approval of
the Lender, which approval may be granted or refused by the Lender in its absolute
discretion.

12.2 The Lender may at any time and from time to time and at its sole discretion sell, assign
or transfer the Loan or all or any of its rights, benefits and/or obligations under this
Agreement to any person or entity, by submitting written notice to the Borrower without
requiring the consent of the Borrower.

14. GOVERNING LAW & DISPUTE SETTLEMENT

14.1 This Agreement and the performance hereof shall be governed by and construed in
accordance with the laws of Indonesia.

14.2 Any and all disputes, controversies or conflicts arising from or in relation to this
Agreement, including disputes on its validity, conclusion, binding effect, breach,
amendment, expiration and termination (collectively, “Disputes”), shall, as far as
possible, be settled amicably by the Parties.

14.3 If such Disputes may not be settled amicably within 30 (thirty) calendar days from the
date that any Party informs the other Party that any such Dispute arises, then the Parties
agree that such Disputes shall be finally settled through arbitration.

14.4 The arbitration shall be conducted in Jakarta and in accordance with the rules and
procedures of Badan Arbitrase Nasional Indonesia (“BANI”) and each Party
unconditionally and irrevocably submits itself to the exclusive jurisdiction of such
arbitration forum.

14.5 The award made and granted by the arbitration tribunal shall be final, binding and
incontestable and may be used as a basis for judgment thereon in Indonesia or
elsewhere. The arbitration tribunal will be entitled in its decision to make a
determination as to the payment of costs and expenses of the arbitration tribunal,
administrative costs of the arbitration, legal fees incurred by the Parties and all other
costs and expenses necessarily incurred in order to properly settle the relevant Disputes.
The Parties agree to cooperate with all efforts to ensure that such award is enforced.

Page 8 of 15
15. NOTICES

All notices required or allowed by this Agreement shall be in writing and in the English
language. Such notices shall be sent by:
a) personal delivery or internationally recognized courier with a signed
acknowledgment of receipt;
b) by facsimile or electronic mail; or
c) by registered air mail.

Such notices shall be sent to the addresses given below.:

LENDER:
Address: ________
Fax No.: ________
Attention: ________

BORROWER:

Address:
Jl. ________________
Phone No.: ________
Fax No.: _________

All notices given in accordance with this paragraph shall be deemed received: (i) if sent
by personal delivery or courier service, the date of receipt; or (ii) if sent by facsimile or
electronic mail, the date of transmission, provided that, a notice given in accordance
with the above but received on a day which is not a Business Day or received after
normal business hours at the place of the recipient shall be deemed to have been
received on the next Business Day. Should either Party change their address, e-mail
address, fax or telephone number, they shall promptly notify the other Party, but in no
event shall they notify the other Party later than 10 calendar days after such change.

Reliance:

a) Any notice or other communication sent under this Clause may be relied on by the
recipient if the recipient reasonably believes the notice to be genuine and if it bears
what appears to be the signature (original or facsimile) of an authorized signatory of
the sender.

b) Each Party must take reasonable care to ensure that no forged, false or unauthorized
notices are sent to the other.

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16. CONFIDENTIALITY

16.1 The Borrower agrees and undertakes that any and all information relating to this
Agreement and other agreement executed in pursuance to this Agreement, or any and all
other information received by the Borrower from the Lender in connection with this
Agreement (howsoever acquired and in whatever form) shall be treated by the Borrower
as strictly confidential, and the Borrower shall not disclose all or any part of such
information to any third party or otherwise seek to exploit all or any part of such
information without the prior written consent of the Lender.

16.2 The Borrower further agrees to make all reasonable efforts, and to take all reasonable
precautions, to prevent any of its employees or personnel, or any other persons
whatsoever, from obtaining or making any unauthorized use of, or affecting any
disclosure of, any such confidential information.

16.3 It is understood by the Borrower that such confidential information shall remain the
property of the Lender, and upon termination or expiration of this Agreement for any
cause whatsoever, the Borrower shall cease to use the same and shall return the same to
the Lender together with all related documents and copies.

17. MISCELLANEOUS

17.1 No provisions of this Agreement can be changed, waived, or discharged except by an

instrument in writing signed by all Parties.

17.2 Failure by the Lender to exercise any or all of its rights hereunder, or any partial
exercise thereof, shall not act as a waiver of such rights granted hereunder or by general
law without having to wait for the occurrence or re-occurrence of a similar or any other
event giving rise to such rights.

17.3 If one or more of the provisions of this Agreement or arrangements referred to in this
Agreement shall be declared invalid, illegal or unenforceable in any respect under any
applicable law or decision, the validity, legality and enforceability of the remaining
provisions and agreements contained or referred to in this Agreement shall not be
affected or impaired in any way provided that, upon the occurrence of such event, the
Parties shall use their best efforts to replace the invalid, illegal or unenforceable
provision with a valid, legal and enforceable provision which contains, as nearly as
possible, the rights and obligations contained in the provision to be replaced.

17.4 This Agreement may be signed or executed by one or more of the Parties to this
Agreement in any number of separate counterparts, each of which, when so executed,
shall be deemed as original, and all of the said counterparts taken together shall be
deemed to constitute one and the same instrument. Any Party may enter into this
Agreement by signing any such counterpart and each counterpart may be signed and

Page 10 of 15
 executed by the Parties and transmitted by facsimile transmission and shall be as valid
and effectual as if executed as an original.

17.5 This Agreement shall be entered into in bilingual i.e. in English and in Bahasa
Indonesia. In the event of conflict between the English version and the Bahasa Indonesia
version, the English version shall prevail.

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 -----signature page follows-----

IN WITNESS WHEREOF this Agreement

has been executed, on the day and date
mentioned in the preamble of this Agreement.

The Lender Borrower

For and on Behalf of: For and on Behalf of:

________________________ _________________________
Name : Name :
Title : Title :

Page 12 of 15
 ATTACHMENT 1

UTILIZATION REQUEST

LAMPIRAN 1

PERMOHONAN PENARIKAN

Date: [insert date]

Tanggal :[dimasukan]

To:

Kepada :

[address]

Alamat

Re: Loan Agreement dated ____________ (the “Agreement”)

Perihal : Perjanjian Pinjaman tertanggal ____________ (“Perjanjian”)

Dear Sirs,

Dengan Hormat,

We refer to the Agreement. This is the Request. We wish to utilize the Loan on the following
terms:

Merujuk kepada Perjanjian. Ini adalah Permohonan untuk penarikan Pinjaman dengan ketentuan
sebagai berikut :

Utilization Date:
Tanggal Penarikan

Amount:
Jumlah

Please remit the above requested Loan to the following account:

Pinjaman dapat dikirim kepada nomor rekening sebagai berikut :

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Account Number:
Bank:
Branch:
Registered under the name of:
SWIFT CODE:

Nomor Rekening :
Bank :
Cabang :
Atas Nama :
KODE SWIFT

This Request is irrevocable.

Permohonan ini tidak bisa diubah kembali.

Yours sincerely,

Pemohon

_______________

Name/Nama:

Title/Jabatan:

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