NYSCEF DOC. NO. 327 RECEIVED NYSCEF: 01/29/2018
NYSCEF DOC. 18-10200-shl NO. 327 Doc 4 Filed 01/29/18 Entered 01/29/18 10:55:37 RECEIVED Main Document NYSCEF: 01/29/2018 Pg 1 of 11 Kenneth R. Puhala Theodore L. Hecht SCHNADER HARRISON SEGAL & LEWIS LLP 140 Broadway, Suite 3100 New York, NY 10005-1101 Phone: (212) 973-8000 Fax: (212) 972-8798 kpuhala@schnader.com thecht@schnader.com Attorneys for Jastiro Abi, as Foreign Representative IN THE UNITED STATES BANKRUPTCY COURT FOR THE SOUTHERN DISTRICT OF NEW YORK ------------------------------------------------------------------------X : In re: : Chapter 15 : PT BAKRIE TELECOM TBK, : Case No. : Debtor in a Foreign Proceeding. : : ------------------------------------------------------------------------X VERIFIED PETITION OF JASTIRO ABI, AS FOREIGN REPRESENTATIVE OF THE DEBTOR IN A FOREIGN PROCEEDING, FOR (I) RECOGNITION OF FOREIGN MAIN PROCEEDING PURSUANT TO 11 U.S.C. 1515 AND 1517 AND (II) RELIEF PURSUANT TO 11 U.S.C. 1520 AND 1521 Petitioner, Jastiro Abi, the duly authorized foreign representative (the "Foreign Representative") of PT Bakrie Telecom Tbk ("BTEL"), the above-captioned debtor in a foreign proceeding, by and through undersigned counsel, respectfully submits this verified petition (the Petition" "Verified Petition") for an order, pursuant to sections 1515 and 1517 of title 11 of the United Code" States Code (the "Bankruptcy Code"), recognizing the proceeding (the "Indonesian Proceeding") Court" pending in the Central Jakarta Commercial Court (the "Indonesian Court") pursuant to Law No. 37 of 2004 on Bankruptcy and Suspension of Debt Payment Obligations (the "Indonesian Insolvency Law") with respect to the BTEL, as a foreign main proceeding and granting relief
NYSCEF DOC. 18-10200-shl NO. 327 Doc 4 Filed 01/29/18 Entered 01/29/18 10:55:37 RECEIVED Main Document NYSCEF: 01/29/2018 Pg 2 of 11 "Petition" pursuant to sections 1520 and 1521 of the Bankruptcy Code (the "Petition"). In support of the Petition, the Foreign Representative incorporates herein by reference (I) the Declaration of Jastiro Abi in Support of (A) Verified Petition of Jastiro Abi for (i) Recognition of Foreign Main Proceeding pursuant to 11 U.S.C. 1515 and 1517 and (ii) Relief pursuant to 11 U.S.C. 1520 and 1521, and (B) Application for an Order Granting Provisional Relief Pursuant to Declaration" Sections 105(a) and 1519 of the Bankruptcy Code (the "Abi Declaration"), (II) the Memorandum of Law in Support of (A) Verified Petition of Jastiro Abi for (i) Recognition of Foreign Main Proceeding pursuant to 11 U.S.C. 1515 and 1517 and (ii) Relief pursuant to 11 U.S.C. 1520 and 1521, and (B) Application for an Order Granting Provisional Relief Pursuant to Sections 105(a) and 1519 of the Bankruptcy Code (the "Memorandum of Law"), and (III) the Declaration of Gregorius Petrus Aji Wijaya in Support of (A) Verified Petition of Jastiro Abi for (i) Recognition of Foreign Main Proceeding pursuant to 11 U.S.C. 1515 and 1517 and (ii) Relief pursuant to 11 U.S.C. 1520 and 1521, and (B) Application for an Order Granting Provisional Relief Pursuant to Sections 105(a) and 1519 of the Bankruptcy Code (the "Wijaya Declaration" Declaration"), and respectfully represents as follows: JURISDICTION AND VENUE 1. This Court has jurisdiction over this matter pursuant to 28 U.S.C. 157 and 1334. This case has been properly commenced pursuant to section 1504 of the Bankruptcy Code by the filing of a petition for recognition of the Indonesian Proceeding under section 1515 of the Bankruptcy Code. Venue is proper in this district pursuant to 28 U.S.C. 1410. BACKGROUND 2. BTEL is a public company incorporated under the laws of Indonesia with its registered offices located in Jakarta, Indonesia. BTEL was in the business of providing a fixed digital radio cellular telecommunication national network and services, but currently has only 2
NYSCEF DOC. 18-10200-shl NO. 327 Doc 4 Filed 01/29/18 Entered 01/29/18 10:55:37 RECEIVED Main Document NYSCEF: 01/29/2018 Pg 3 of 11 very limited business activities and negligible revenue. BTEL is in the process of trying to implement an Indonesian court-approved debt restructuring plan that would allow BTEL to avoid liquidation and conduct more significant business operations. 3. On October 23, 2014, one of BTEL's creditors, PT Netwave Multimedia filed a PKPU application against BTEL (the "Indonesian Proceeding") in the Central Jakarta Court" Commercial Court (the "Indonesian Court"). 4. A PKPU is a court-enforced suspension of payments process which is designed to provide a debtor a definite period of time to restructure its debt and reorganize its affairs pursuant to a composition plan with its creditors.1 creditors. 5. PKPU proceedings are governed by Law No. 37 of 2004 on Bankruptcy and Suspension of Debt Payment Obligations. 6. On November 10, 2014, the Indonesian Court granted the PKPU petition. 7. On December 8, 2014, the requisite majority of BTEL's creditors voted to Plan" approve BTEL's restructuring plan (the "PKPU Plan") in the Indonesian Proceeding. 8. On December 9, 2014, the Indonesian Court issued a Judgment approving the PKPU Plan (the "PKPU Judgment"). Copies of the PKPU Judgment and an English Translation of the PKPU Judgment are attached to the Abi Declaration as Exhibit B. 9. The Indonesian Court's approval of the PKPU Plan was appealed to the Indonesian Supreme Court by the Minister of Communication and Informatics of the Republic of Indonesia. The appeal was denied by the Indonesian Supreme Court. Copies of the Indonesian PKPU is an abbreviation for Penundaan Kewajiban Pembayaran Utang, an Indonesian phrase meaning "suspension of payments." 3
NYSCEF DOC. 18-10200-shl NO. 327 Doc 4 Filed 01/29/18 Entered 01/29/18 10:55:37 RECEIVED Main Document NYSCEF: 01/29/2018 Pg 4 of 11 Supreme Court's Judgment denying the appeal and an English translation thereof are attached to the Abi Declaration as Exhibit C. 10. The recoveries of BTEL's creditors under the approved PKPU Plan are far greater than they would be in a liquidation of BTEL. 11. To ensure that the benefits of BTEL's restructuring are fully realized, if the Indonesian Proceeding is recognized as a foreign main proceeding, BTEL will thereafter seek an order of this Court granting comity to and enforcing the PKPU Plan in the United States. 12. Indonesian PKPU proceedings have been recognized as foreign main proceedings, and comity has been afforded to Indonesian PKPU plans, in other Chapter 15 cases in this district. See PT Bumi Resources Tbk, Case No. 17-10115 (MKV) (Bankr. S.D.N.Y. March 17, 2017); In re PT Berlian Laju Tanker Tbk, Case No. 13-10901 (SMB) (Bankr. S.D.N.Y. January Arpent' 8, 2015); In re PT. Arpeni Pratama Ocean Line Tbk., Case No. 11-15691 (ALG) (Bankr. S.D.N.Y. Jan. 12, 2012). RELIEF REQUESTED AND BASIS THEREFOR 13. The Foreign Representative seeks entry of an order, substantially in the form attached hereto as Exhibit A, recognizing the Indonesian Proceeding as a foreign main proceeding pursuant to 11 U.S.C. 1517 and granting related relief pursuant to 11 U.S.C. 1520 and 1521. 14. "Chapter 15 contemplates a short and relatively simple petition for recognition." In re Millenium Global Emerging Credit Master Fund Ltd., 458 B.R. 63, 69 (Bankr. S.D.N.Y. 2011). 15. "An order recognizing a foreign main proceeding shall be entered if the proceeding is a foreign main or nonmain proceeding, the foreign representative is a person or 4
NYSCEF DOC. 18-10200-shl NO. 327 Doc 4 Filed 01/29/18 Entered 01/29/18 10:55:37 RECEIVED Main Document NYSCEF: 01/29/2018 Pg 5 of 11 body and the petition meets the requirements of Section 1515 concerning the petition and accompanying documents." In re Ashapura Minechem Ltd., 2011 Bankr. LEXIS 4617 at *7 (Bankr. S.D.N.Y. 2011). A. The Indonesian Proceeding is a "Foreign of the Bankruptcy Code Proceeding" under Section 101(23) 16. Under 101(23) of the Bankruptcy Code, the term "foreign proceeding" is defined as a collective judicial or administrative proceeding in a foreign country, including an interim proceeding, under a law relating to insolvency or adjustment of debt in which proceeding the assets and affairs of the debtor are subject to control or supervision by a foreign court, for the purpose of reorganization or liquidation. 17. The Indonesian Proceeding was commenced pursuant to the Indonesian Insolvency Law. The Indonesian Insolvency Law contains two sections, one of which covers the declaration of the debtor's bankruptcy and the liquidation of the debtor's assets for the benefit of creditors. The other section of the Indonesian Insolvency Law governs PKPU proceedings (the "PKPU Law"). Indonesian PKPU proceedings are intended to achieve an amicable settlement with the debtor's creditors and avoid a declaration of the debtor's bankruptcy and liquidation of the debtor. It is a process under which the debtor proposes to its creditors a composition plan to restructure its debts and reorganize its business operations. Matters under the Indonesian Insolvency Law, including PKPU proceedings, are administered in the Indonesian Court. Cases in the Indonesian Court are adjudicated by a panel of three judges. In PKPU matters, a supervisory judge is appointed to oversee the proceeding. 18. In accordance with Article 291 of the PKPU Law, BTEL's failure to implement and comply with the terms of the approved PKPU Plan could result in an attempt by BTEL's 5
NYSCEF DOC. 18-10200-shl NO. 327 Doc 4 Filed 01/29/18 Entered 01/29/18 10:55:37 RECEIVED Main Document NYSCEF: 01/29/2018 Pg 6 of 11 creditors to nullify the PKU Plan and a declaration by the Indonesian Court that BTEL is bankrupt and should be liquidated. 19. Restructuring plans pursuant to the PKPU Law, like Chapter 11 proceedings under the Bankruptcy Code, provide mechanisms for the orderly reorganization of the debtor. 20. Accordingly, the Indonesian Proceeding is clearly a judicial proceeding under Indonesian law relating to insolvency or adjustment of debt in which the assets and affairs of BTEL are subject to control or supervision by a foreign court, for the purpose of reorganization or liquidation. As such, this Chapter 15 case concerns a "foreign proceeding" within the meaning of Section 101(23) of the Bankruptcy Code. B. This Chapter 15 Case Was Commenced by a Duly Authorized Foreign Representative 21. The term "foreign representative" is defined under section 101(24) of the Bankruptcy Code to mean: a person or body, including a person or body appointed on an interim basis, authorized in a foreign proceeding to administer the reorganization or the liquidation of the debtor's assets or affairs or to act as a representative of such foreign proceeding. 11 U.S.C. 101(24). 22. The Foreign Representative is duly authorized to serve in this capacity in this Chapter 15 case. The board of directors of BTEL appointed Mr. Abi as the Foreign Representative of BTEL. 23. Accordingly, Mr. Abi is a duly appointed foreign representative within the meaning of 11 U.S.C. 101(24). 6
NYSCEF DOC. 18-10200-shl NO. 327 Doc 4 Filed 01/29/18 Entered 01/29/18 10:55:37 RECEIVED Main Document NYSCEF: 01/29/2018 Pg 7 of 11 C. The Indonesian Proceeding Should be Recognized as a Foreign Main Proceeding 24. Section 1517(b)(1) of the Bankruptcy Code provides that a foreign proceeding for which recognition is sought must be recognized as a "foreign main proceeding" if "it is pending in the country where the debtor has the center of its main interests." 25. Section 1516(c) of the Bankruptcy Code provides further that, in the absence of debtor' evidence to the contrary, a debtor's registered office is presumed to be the center of the debtor's main interests. 26. The "center of main interests" has been equated by courts to the concept of a debtor's "principal place of business." In re Tri-Continental Exch. Ltd., 349 B.R. 627 (Bankr. E.D. Cal. 2006). 27. The Republic of Indonesia is the center of BTEL's main interests. BTEL is incorporated under Indonesian law and Indonesia is BTEL's principal place of business. 28. Since the Indonesian Proceeding is a foreign proceeding located in BTEL's center of main interests, it is a "foreign main proceeding" for the purposes of the Bankruptcy Code. Accordingly, the requirements of Section 1517(a)(1) of the Bankruptcy Code have been satisfied. D. This Chapter 15 Case Was Properly Commenced 29. This Chapter 15 case was duly and properly commenced by filing a Chapter 15 petition and this Verified Petition accompanied by all fees, documents and information required by the Bankruptcy Code and the Federal Rules of Bankruptcy Procedures (the "Bankruptcy Rules" Rules"), including: (a) a corporate ownership statement containing the information described in Bankruptcy Rule 7007.1; (b) a List of Foreign Proceeding Administrators, Litigation Parties and Entities Against Whom 11 U.S.C. 1519 Provisional Relief is Sought; (c) a statement 7
NYSCEF DOC. 18-10200-shl NO. 327 Doc 4 Filed 01/29/18 Entered 01/29/18 10:55:37 RECEIVED Main Document NYSCEF: 01/29/2018 Pg 8 of 11 identifying all foreign proceedings with respect to BTEL that are known to the Foreign Representative; (d) the PKPU Judgment and (e) an English translation of the PKPU Judgment. 30. Having filed the above-referenced documents and because this Court is entitled to presume the authenticity of such documents filed in connection with the Chapter 15 petitions and Verified Petition under Section 1516(b) of the Bankruptcy Code, the requirements of Section 1515 of the Bankruptcy Code have been satisfied. 31. Based on the foregoing, the Foreign Representative respectfully requests that this Court enter an order recognizing the Indonesian Proceeding as a foreign main proceeding pursuant to Section 1517 of the Bankruptcy Code. NOTICE 32. The Foreign Representative proposes to serve the "Notice of Filing and Hearing on Petition Under Chapter 15 of the United States Bankruptcy Code" Notice" (the "Chapter 15 Notice") by mail, within three business days of entry of the "Order Scheduling Hearing and Specifying the Form and Manner of Service of Notice," proposed versions of which have been filed contemporaneously herewith, upon all persons or bodies authorized to administer foreign proceedings of BTEL, all entities against whom provisional relief is being sought under Section 1519 of the Bankruptcy Code, all parties to litigation pending in the United States in which BTEL was a party at the time of the filing of the Chapter 15 petition, the United States Trustee, and such other entities as this Court may direct. 33. The Foreign Representative further proposes to provide copies of the Chapter 15 Petition, this Verified Petition, the Abi Declaration, the Wijaya Declaration, the Memorandum of Law, and the Application for an Order Granting Provisional Relief (collectively, the "Supporting 8
NYSCEF DOC. 18-10200-shl NO. 327 Doc 4 Filed 01/29/18 Entered 01/29/18 10:55:37 RECEIVED Main Document NYSCEF: 01/29/2018 Pg 9 of 11 Documents" Documents"), upon request by any party in interest to Schnader Harrison Segal & Lewis LLP, 140 Broadway, Suite 3100, New York, NY 10005-1101 (Attn: Kenneth R. Puhala, Esquire). 34. The Foreign Representative believes that such notice and service constitutes reasonable and proper notice under the circumstances, and that no other or further notice is necessary or appropriate. NO PRIOR REQUEST 35. No previous request for the relief requested herein has been made to this or any other court. 9
NYSCEF DOC. 18-10200-shl NO. 327 Doc 4 Filed 01/29/18 Entered 01/29/18 10:55:37 RECEIVED Main Document NYSCEF: 01/29/2018 Pg 10 of 11 CONCLUSION WHEREFORE, the Foreign Representative respectfully requests that this Court enter an order, substantially in the form attached hereto as Exhibit A, (i) recognizing the Indonesian Proceeding as a foreign main proceeding, (ii) granting BTEL relief under sections 1520 and 1521 of the Bankruptcy Code, and (iii) granting the Foreign Representative such other and further relief as the Court deems just and equitable. SCHNADER HARRISON SEGAL & LEWIS LLP By: /s/ Kenneth R. Puhala Kenneth R. Puhala Theodore L. Hecht 140 Broadway, Suite 3100 New York, NY 10005-1101 Phone: (212) 973-8000 Fax: (212) 972-8798 and Richard A. Barkasy (pro hac vice to be filed) Daniel M. Pereira (pro hac vice to be filed) 1600 Market Street, Suite 3600 Philadelphia, PA 19103-7286 Phone: (215) 751-2000 Fax: (215) 751-2205 Dated: December 20, 2017 Attorneys for Jastiro Abi, New York, New York as Foreign Representative 10
NYSCEF DOC. 18-10200 NO. 327shl Doc 4 Fifed 01/29/18 Entered 01/29/18 10:55:37 RECEIVED MaiñDocumenNYSCEF: 01/29/2018 Pg 11 of 11 VERIFICATION,fast)ro Jastiro Abi, pursuant to 28 U S.C. 17463 hereby declares under penalty of perjury under the laws of the United States of America as follows: I am the duly appointed foreign representative of the above-captioned debtor 111a I' foreign proceeding, PT Bakrie Telecom Tbk, and have full authority to verify the foregoing Verified Petition. 1 have read the foregoing Verified Petition, and I am informed and believe that the factual allegations contained therein are true and accurate to the best of my knowledge, information and belief. I declare under penalty of perjury under the laws of the United States of America that the foregoing is true and correct, hecuted on December, 20I7, in Jakatta, Indonesia.,Iastli astiro Foreign Abi Representative II
NYSCEF DOC. NO. 327 RECEIVED NYSCEF: 01/29/2018 18-10200-shl Doc 4-1 Filed 01/29/18 Entered 01/29/18 10:55:37 Exhibit A - Proposed Order Pg 1 of 8 EXHIBIT A Proposed Order
NYSCEF DOC. NO. 327 RECEIVED NYSCEF: 01/29/2018 18-10200-shl Doc 4-1 Filed 01/29/18 Entered 01/29/18 10:55:37 Exhibit A - Proposed Order Pg 2 of 8 IN THE UNITED STATES BANKRUPTCY COURT FOR THE SOUTHERN DISTRICT OF NEW YORK ---------------------------------------------------------------------X : In re: : Chapter 15 : PT BAKRIE TELECOM TBK, : Case No. : Debtor in a Foreign Proceeding. : : ---------------------------------------------------------------------X ORDER GRANTING RECOGNITION OF FOREIGN MAIN PROCEEDING AND CERTAIN RELATED RELIEF This matter coming before the Court on the Chapter 15 Petition and the Verified Petition of Jastiro Abi, as foreign representative (the "Foreign Representative") of PT Bakrie Telecom Tbk ("BTEL"), the above-captioned debtor in a foreign proceeding (the "Indonesian d' Proceeding") Court" pending in the Central Jakarta Commercial Court (the "Indonesian Court") pursuant to Law No. 37 of 2004 on Bankruptcy and Suspension of Debt Payment Obligations (the "Indonesian Insolvency Law"), for Recognition of Foreign Main Proceeding Pursuant to 11 U.S.C. 1515 and 1517 and Relief Pursuant to 11 U.S.C. 1520 and 1521 (collectively, the "Petition" "Petition"); and the Court having reviewed the Petition, the Abi Declaration¹ Declaration and the Wijaya Declaration, and having considered the arguments of counsel with respect to the Petition at a hearing before the Court (the "Hearing"); and appropriate and timely notice of the filing of the Petition and the Hearing having been given; and no other or further notice being necessary or required; and the Court having determined that the legal and factual bases set forth in the Petition 1 Unless defined herein, all capitalized terms used herein shall have the meanings ascribed to them in the Petition. PHDATA 6320002 3
NYSCEF DOC. NO. 327 RECEIVED NYSCEF: 01/29/2018 18-10200-shl Doc 4-1 Filed 01/29/18 Entered 01/29/18 10:55:37 Exhibit A - Proposed Order Pg 3 of 8 and all other pleadings and proceedings in this case establish just cause to grant the relief ordered herein, and after due deliberation therefore, THE COURT HEREBY FINDS AND DETERMINES THAT: A. The findings and conclusions set forth herein constitute the Court's findings of fact and conclusions of law pursuant to Bankruptcy Rule 7052, made applicable to this proceeding pursuant to Bankruptcy Rule 9014. To the extent any of the following findings of fact constitute conclusions of law, they are adopted as such. To the extent any of the following conclusions of law constitute findings of fact, they are adopted as such. B. This Court has jurisdiction to consider this matter pursuant to 28 U.S.C. 157 and 1334. This is a core proceeding pursuant to 28 U.S.C. 157(b)(2)(P). Venue for this proceeding is proper before this Court pursuant to 28 U.S.C. 1410. C. The Foreign Representative is the duly appointed "foreign representative" of BTEL within the meaning of section 101(24) of the Bankruptcy Code. D. This Chapter 15 case was properly commenced pursuant to sections 1504, 1509, and 1515 of the Bankruptcy Code. E. The Foreign Representative has satisfied the requirements of section 1515 of the Bankruptcy Code and Rule 2002(q) of the Federal Rules of Bankruptcy Procedure. F. The Indonesian Proceeding is "foreign proceeding" pursuant to section 101(23) of the Bankruptcy Code. G. The Indonesian Proceeding is entitled to recognition by this Court pursuant to section 1517 of the Bankruptcy Code. H. The Republic of Indonesia is the center of main interests of BTEL, and accordingly the Indonesian Proceeding is a "foreign main proceeding" pursuant to section 2 PHDATA 6320002 3
NYSCEF DOC. NO. 327 RECEIVED NYSCEF: 01/29/2018 18-10200-shl Doc 4-1 Filed 01/29/18 Entered 01/29/18 10:55:37 Exhibit A - Proposed Order Pg 4 of 8 1502(4) of the Bankruptcy Code, and is entitled to recognition as a foreign main proceeding pursuant to section 1517(b)(1) of the Bankruptcy Code. I. The Foreign Representative is entitled to all the automatic relief available pursuant to section 1520 of the Bankruptcy Code without limitation. The Foreign Representative is further entitled to the additional assistance and discretionary relief requested in the Petition pursuant to sections 1507 and 1521 of the Bankruptcy Code. J. BTEL will suffer irreparable injury, loss or damage for which there is no adequate remedy at law, specifically because if the NY Action is not stayed, there is a material risk that BTEL's debt restructuring efforts will fail and that it will be forced into liquidation, thereby, among other things, (i) interfering with the jurisdictional mandate of this Court under Chapter 15 of the Bankruptcy Code, (ii) interfering with BTEL's efforts to administer its estate and restructure its operations pursuant to the Indonesian Proceeding, and (iii) undermining the Foreign Representative's efforts to achieve an equitable result for the benefit of all of BTEL's creditors and interest holders. K. Each of the injunctions contained in this Order (i) is within the Court's jurisdiction, (ii) is essential to the Indonesian Proceeding and PKPU Plan, (iii) is an integral element of the Indonesian Proceeding and PKPU Plan and/or to their effectuation, (iv) confers material benefits on, and is in the best interests of, BTEL and its creditors and (v) is important to the overall objectives of BTEL's restructuring. L. The relief sought by the Petition will not cause undue hardship or inconvenience to any party in interest and, to the extent that any hardship or inconvenience may result to such parties, it is outweighed by the benefits of the requested relief to the Foreign Representative, BTEL, its estate and all of its creditors. 3 PHDATA 6320002 3
NYSCEF DOC. NO. 327 RECEIVED NYSCEF: 01/29/2018 18-10200-shl Doc 4-1 Filed 01/29/18 Entered 01/29/18 10:55:37 Exhibit A - Proposed Order Pg 5 of 8 M. The relief granted hereby is necessary to effectuate the purposes and objections of Chapter 15 and to protect BTEL and the interests of its creditors and other parties in interest. N. Appropriate notice of the filing of, and the Hearing on, the Petition was given, which notice is deemed adequate for all purposes, and no other or further notice need be given. O. The relief granted herein is necessary and appropriate, in the interests of the public and international comity, consistent with the public policy of the United States, and warranted pursuant to section 1507, 1517, 1520, and 1521 of the Bankruptcy Code. NOW, THEREFORE, THE COURT HEREBY ORDERS, ADJUDGES, AND DECREES AS FOLLOWS: 1. The Indonesian Proceeding is granted recognition as a foreign main proceeding pursuant to section 1517 of the Bankruptcy Code. 2. All relief and protections afforded foreign main proceedings pursuant to section 1520 of the Bankruptcy Code is hereby granted to the Indonesian Proceeding. 3. The administration or realization of all or part of the assets of BTEL within the territorial jurisdiction of the United States shall be entrusted to the Foreign Representative and the Foreign Representative is hereby established as the exclusive representative of BTEL in the United States. 4. Sections 361 and 362 of the Bankruptcy Code shall hereby apply with respect to BTEL and the property of BTEL that is within the territorial jurisdiction of the United States. 4 PHDATA 6320002 3
NYSCEF DOC. NO. 327 RECEIVED NYSCEF: 01/29/2018 18-10200-shl Doc 4-1 Filed 01/29/18 Entered 01/29/18 10:55:37 Exhibit A - Proposed Order Pg 6 of 8 5. Section 552 of the Bankruptcy Code shall hereby apply to property of BTEL that is within the territorial jurisdiction of the United States. 6. Pursuant to section 1521(a)(6) of the Bankruptcy Code, all prior relief granted to BTEL or the Foreign Representative by this Court pursuant to section 1519(a) of the Bankruptcy Code shall be extended and any order granting provisional relief shall remain in full force and effect, notwithstanding anything to the contrary contained therein. 7. All entities (as that term is defined in section 101(15) of the Bankruptcy Code), other than the Foreign Representative and its expressly authorized representatives and agents, are hereby enjoined from: a) executing against BTEL's assets; b) the commencement or continuation, including the issuance or employment of process, of a judicial, administrative, arbitral, or other action or proceeding, or to recover a claim which is in any way related to, or would interfere with, the administration of BTEL's estate in the Indonesian Proceeding; c) the enforcement of a judgment against BTEL or against property of BTEL; d) any act to obtain possession of property of BTEL's estate or of property from BTEL's estate or to exercise control over property of BTEL's estate; e) any act to create, perfect, or enforce any lien against property of BTEL's estate; f) any act to collect, assess, or recover a claim against BTEL; g) transferring, relinquishing or disposing of any property of BTEL to any person or entity other than the Foreign Representative; and h) the setoff of any debt owing to BTEL against any claim against BTEL Conduct" (collectively, clauses (a) through (h), the "Enjoined Conduct"); provided, however, in each case, such injunction shall be effective solely within the territorial jurisdiction of the United States. 8. The stay of litigation provided for in this Order shall include, without limitation, the action pending in the Supreme Court of New York County, captioned Universal 5 PHDATA 6320002 3
NYSCEF DOC. NO. 327 RECEIVED NYSCEF: 01/29/2018 18-10200-shl Doc 4-1 Filed 01/29/18 Entered 01/29/18 10:55:37 Exhibit A - Proposed Order Pg 7 of 8 Investment Advisory SA, et al. v. Bakrie Telecom Pte. Ltd., et al., Index No. 652890/2014, including all claims asserted in the NY Action against BTEL and all other defendants therein. 9. Notwithstanding anything to the contrary contained herein, this Order shall not be construed as (a) enjoining the police or regulatory act of a governmental unit, including a criminal action or proceeding, or (b) staying the exercise of any rights that are not subject to stay arising under section 362(a) pursuant to paragraph (6), (7), (17), or (27) of section 362(b) or pursuant to section 362(o). 10. Notwithstanding any provision in the Bankruptcy Rules to the contrary: (a) this Order shall be effective immediately and enforceable upon entry; (b) the Foreign Representative is not subject to any stay in the implementation, enforcement, or realization of the party' relief granted in this Order; and (c) the relief granted in this Order does not impact any party's rights, remedies, claims or defenses whatsoever in the Indonesian Proceeding, including with respect to any appeals. 11. The Foreign Representative may exercise the rights and powers of a trustee under and to the extent provided by section 1520 of the Bankruptcy Code. 12. No action taken by the Foreign Representative, BTEL or each of their successors, agents, representatives, advisors or counsel, in preparing, disseminating, applying for, implementing or otherwise acting in furtherance of, or in connection with, the Indonesian Proceeding, this Order, or this Chapter 15 case, or any adversary proceeding herein, or any further proceeding commenced hereunder, shall be deemed to constitute a waiver of the right or benefits afforded such persons under sections 306 and 1510 of the Bankruptcy Code. 13. A copy of this Order, confirmed to be true and correct, shall be served, within three business days of entry of this Order, by email or regular mail, upon all persons or PHDATA 6320002 3
NYSCEF DOC. NO. 327 RECEIVED NYSCEF: 01/29/2018 18-10200-shl Doc 4-1 Filed 01/29/18 Entered 01/29/18 10:55:37 Exhibit A - Proposed Order Pg 8 of 8 bodies authorized to administer foreign proceedings of BTEL, all entities against whom provisional relief is being sought under section 1519 of the Bankruptcy Code, all parties to litigation pending in the United States in which BTEL is a party at the time of the filing of the Petition, the United States Trustee, and such other entities as the Foreign Representative may deem appropriate or this Court may direct. 14. Such service shall be good and sufficient service and adequate notice for all purposes. 15. This Court shall retain jurisdiction with respect to: (i) the enforcement, amendment or modification of this Order; (ii) any requests for additional relief or any adversary proceeding brought in and through these chapter 15 cases; and (iii) any request by an entity for relief from the provisions of this Order, for cause shown as to any of the foregoing and provided that the same is properly commenced and within the jurisdiction of this Court. New York, New York Dated:, 2018 UNITED STATES BANKRUPTCY JUDGE 7 PHDATA 6320002 3