APPENDIX 16 CPP SHARE PLEDGE AND CPP POWERS OF ATTORNEY - 139 -
PLEDGE AGREEMENT OVER SHARES IN PT CENTRAL PROTEINA PRIMA TBK [No. [ ]] On this day [signing date]: Have appeared before me, [name of Notary], Sarjana Hukum, Notary in Jakarta, in the presence of witnesses who are known to me, Notary, and will be mentioned at the end of this deed: 1. [Name of person representing Pledgor], [Title of person representing Pledgor], born in [City of birth of person representing Pledgor] on [Date of birth of person representing Pledgor], residing in [Address of person representing Pledgor], the holder of [Identity card No. [ ] or passport No. [ ] of person representing Pledgor], according to his statement in this matter, acting in his capacity representing the Board of Directors of and accordingly for and on behalf of Azion Bao Pte. Ltd. a company duly established and existing under the laws of the Republic of Singapore, whose address is at [ ], ( Pledgor ); and 2. [Name of person representing Pledgee], [Title of person representing Pledgee], born in [City of birth of person representing Pledgee] on [Date of birth of person representing Pledgee], residing in [Address of person representing Pledgee], the holder of [Identity card No. [ ] or passport No. [ ] of person representing Pledgee], according to his statement in this matter, acting as such for and on behalf of Madison Pacific Trust Limited, a company established under the laws of the Hong Kong Special Administrative Region, having its address at 1720, 17 th Floor, Tower One, Admiralty Centre, 18 Harcourt Road, Hong Kong, in its capacity as trustee of the US$185,781,543 Zero Coupon Secured Mandatorily Exchangeable Bonds due 2022 issued by the Pledgor ( Pledgee ). [Notary to update the above section] The Pledgor and the Pledgee are referred to collectively as the Parties and individually as a Party. The Parties who are known to me, Notary, and in their capacities then explained as follows: BACKGROUND 1. The Pledgor has authorised the issue of US$185,781,543 Zero Coupon Secured Mandatorily Exchangeable Bonds due 2022 (the Bonds ) which are, in the aggregate, exchangeable for the MEB Shares (as defined in the Trust Deed). 2. The Bonds are constituted by the trust deed dated [*] 2018 between the Pledgor as issuer and the Pledgee as trustee (as amended, supplemented and restated from time to time, the Trust Deed ), a copy of which has been shown to me, Notary.
3. The Pledgor is the registered and beneficial owner of the Initial Shares (as defined below). 4. The Trust Deed provides, inter alia, for the Pledge by the Pledgor of all its shares in the Company in favour of the Pledgee, in its capacity as trustee of the Bonds, for the benefit of the Bondholders (as defined in the Trust Deed), to secure the obligations of the Pledgor under the Transaction Documents (as defined in the Trust Deed). IT IS AGREED as follows: 1. INTERPRETATION 1.1 Definitions Terms defined in the Trust Deed, unless otherwise defined in this Pledge Agreement (including the above recital), have the same meanings when used in this Pledge Agreement, and in addition: (b) Account Holder means UOB Kay Hian Indonesia (Jakarta branch) with whom the Securities Account is maintained; Additional Shares means any additional shares in the capital of the Company: (i) (ii) (iii) that the Pledgor owns or is entitled to acquire or receive as a result of its holding of the Initial Shares (including, without limitation, any shares received by way of rights issue or bonus issue or any warrant or option or as a result of any share split or other similar event which results in the Pledgor obtaining additional shares due to its holding of Initial Shares); which are acquired by the Pledgor in any way whatsoever after the date of this Pledge Agreement from third parties; and/or that the Pledgor and the Pledgee agree to make subject to the pledge created under this Pledge Agreement from time to time; (c) (d) (e) (f) C-Best means the Central Depositary and Book Entry Settlement System which is a system used by KSEI to administer settlements in stock trading using electronic data records; Company means PT Central Proteina Prima Tbk, a publicly listed limited liability company established and existing under the laws of the Republic of Indonesia, having its registered office at Wisma GKBI, 19 th Floor, Jl. Jend. Sudirman No. 28, Jakarta 10210, Indonesia; Consent to Transfer means a consent to transfer in the form set out in Schedule 6 (Consent to Transfer) or in such other form as may be specified by the Pledgee; Derivative Rights means:
(i) (ii) (iii) (iv) all Dividends, interest, distributions and other income paid or payable on or in respect of any Shares; all shares, securities or other property derived from any Shares; all other allotments, accretions, rights, benefits and advantages of any kind accruing, offered or otherwise derived from or incidental to any Shares (whether by way of redemption, bonus, preference, option, substitution, conversion, exchange or otherwise); and all other proceeds paid or payable in relation to any Shares; (g) (h) (i) (j) (k) (l) (m) (n) (o) (p) (q) Discharge Date means the date on which all Bonds have been exchanged for MEB Shares and/or cancelled in accordance with the terms of the Trust Deed and the Bonds; Dividends means all present and future rights, interest, dividends, cash distribution and other sums in whatsoever nature that are or may become payable by the Company to the Pledgor in its capacity as the holder of the Shares; Event of Default has the same meaning given to such term in the Trust Deed; Initial Shares means 13,701,648,041 series B ordinary shares of the Company that are owned by the Pledgor and, as of the date of the Trust Deed and after giving pro forma effect to the Equity Injection, represent no less than 23.0% of the total issued and paid-up capital of the Company, as identified in Schedule 1 and any supplement to Schedule 1; Irrevocable Power of Attorney means an irrevocable power of attorney in the form set out in Schedule 5 (Irrevocable Power of Attorney) or in such other form as may be specified by the Pledgee; KSEI means PT Kustodian Sentral Efek Indonesia, the Indonesian Central Securities Depository; Pledge means a security right in the form of pledge in accordance with the Indonesian Civil Code; Pledge Agreement means this pledge agreement over shares in the Company, as may be amended (however fundamentally), novated, supplemented, varied, extended, restated or replaced from time to time; Power of Attorney to Sell Shares means a power of attorney to sell Shares in the form set out in Schedule 4 (Power of Attorney to Sell Shares) or in such other form as may be specified by the Pledgee; Secured Obligations means all of the obligations of the Pledgor under the Bonds, the Trust Deed and any other Transaction Document; Secured Party means the Trustee, the Pledgee, each Agent, the Registrar and/or any Bondholder;
(r) (s) (t) (u) (v) (w) Securities Account means the account of the Pledgor under No. [*] opened with the Account Holder, in which the Shares are maintained; Securities Sub-Account means the account of the Account Holder under No. [*] opened with KSEI, in which the Shares are maintained; Security means, with respect to any asset, any mortgage, lien, pledge, fiduciary security, charge, security interest, assignment, hypothecation or encumbrance of any kind in respect of such asset, or any other agreement or arrangement, including without limitation, powers of attorney (whether in rem or contractual), having a similar effect, whether or not filed, recorded or otherwise perfected under applicable law, including any conditional sale or other title retention agreement, any lease in the nature thereof, any option or other agreement to sell or give a security interest therein; Security Period means the period commencing on the date of this Pledge Agreement and ending on the Discharge Date; Share Registrar means the share registrar of the Company, currently being PT Bima Registrar, a company organised and existing under the laws of the Republic of Indonesia, and any share registrar of the Company in the future. Shares means the Initial Shares, any Additional Shares and all Derivative Rights in the form of shares, stock or other securities. 1.2 Interpretation (b) (c) (d) (e) (f) (g) The rules of interpretation contained in Clause 1.2 (Construction) of the Trust Deed apply to the construction of this Pledge Agreement. Unless a contrary indication appears, any reference in this Pledge Agreement to Pledgor, Pledgee, Bondholder, Company, or any other person includes, where the context permits, their respective successors in title, permitted assigns, permitted transferees and any persons deriving title under them. Clause and Schedule headings are for ease of reference only. Any reference in this Pledge Agreement to the Pledgee includes, as the context requires, a reference to its attorney. In the event of any conflicts, discrepancies, difference of interpretation, ambiguities between any provisions in this Pledge Agreement and the Trust Deed, the provisions in the Trust Deed shall prevail. All references herein to any document (including without limitation, this Pledge Agreement) or any law shall be deemed to refer to such document or law as it may be amended, extended, novated, consolidated, supplemented, substituted, renewed or replaced from time to time (provided that in the case of any document, such document is not amended in breach of a covenant contained in any of the Transaction Documents). Any words importing the singular shall include the plural and vice versa.
(h) (i) Unless otherwise specified, all references to Clauses and Schedules are to clauses and schedules to this Pledge Agreement, which form an integral and inseparable part of this Pledge Agreement. All references to law include references to any applicable constitutional provision, treaty, decree, convention, statute, act, regulation, rule, ordinance, proclamation, subordinate legislation, by-law, judgment,rule of court, practice direction, guideline, code, order, approval and standard, including all of their amendments, modifications and replacements. 2. PLEDGE 2.1 Granting of Pledge (b) (c) (d) As first ranking collateral security for the punctual performance of the Secured Obligations, the Pledgor hereby pledges all of the Shares together with any Non-Cash Dividends which may accrue to the Pledgor in respect of the Shares in accordance with Article 4 hereof in favor of the Pledgee (acting in its capacity as Trustee for and on behalf of the Bondholders) until such time as the Secured Obligations have been irrevocably discharged in full. The Pledgor shall ensure that the Shares remain in scripless form for so long as the Secured Obligations remain outstanding. If share certificates relating to the Shares are issued by the Company but the certificates are not deposited with KSEI due to any reason, then the share certificates must immediately be delivered to the Pledgee and, if it is possible under the prevailing laws and regulations, such Shares must be converted into scripless form (at the cost of the Pledgor). This Pledge Agreement is an integral part of the Transaction Documents. The Pledge made hereunder and each of the powers of attorney hereinafter referred to shall be irrevocable for so long as any of the Secured Obligations remain to be performed, and/or as long as this Pledge Agreement is not mutually terminated by the Pledgor and the Pledgee, and all of the rights and powers granted by the Pledgor to the Pledgee hereunder shall not terminate by reason of the occurrence of any of the events stipulated in Articles 1813, 1814 and 1816 of the Indonesian Civil Code or for any other reason whatsoever. The Pledge created by this Pledge Agreement and the obligations of the Pledgor hereunder are unconditional and shall be effective as of the signing date hereof and shall not be affected by any invalidity or unenforceability of this Pledge Agreement or any provision hereof or of any Transaction Document. 3. PERFECTION OF PLEDGE The Pledgor shall upon the execution of this Pledge Agreement deliver to the Pledgee: (i) (ii) the Power of Attorney to Sell Shares; the Irrevocable Power of Attorney; and
(iii) the Consent to Transfer; each duly executed by, or on behalf of the Pledgor. (b) Upon the execution of this Pledge Agreement (or in the case of any Additional Shares, within 3 (three) Business Days after acquisition by the Pledgor of those Additional Shares) the Pledgor shall: (i) (ii) (iii) deliver to the Pledgee a completed Schedule 1 (or any supplement to Schedule 1 in the case of any Additional Shares) and any evidence of ownership relating to the Shares (or Additional Shares, as the case may be) in accordance with the prevailing regulations, including (but not limited to) a deposit receipt of the Shares and/or a confirmation and report on the Securities Account issued by KSEI; issue a notice of pledge and instruction substantially in the form set out in Schedule 2 or as otherwise agreed by the Pledgee to the Company and the Share Registrar, notifying the Company and the Share Registrar of the Pledge of the Shares (or Additional Shares, as the case may be) created under this Pledge Agreement and instructing the Company and the Share Registrar to register the Pledge of the Shares (or Additional Shares, as the case may be) in the Company's shareholders register book in the customary manner satisfactory to the Pledgee; and obtain a notice and instruction acceptance from the Company and the Share Registrar, acknowledging the Pledge created under this Pledge Agreement and confirming that the Pledge of Shares (or Additional Shares, as the case may be) has been registered in the shareholders register book of the Company together with written evidence of such registration substantially in the form set out in Schedule 3 or as otherwise agreed by the Pledgee. (c) The Pledgor shall assist the Pledgee to, and shall procure and take any necessary action to ensure that the Pledgee obtains an acknowledgment and/or confirmation from the Company and the Share Registrar of the notices referred to above. 4. VOTING RIGHTS AND DIVIDENDS (b) All Dividends and other income arising from the Shares will be paid by the Company directly to the Pledgee. Any Dividends and other income arising from the Shares which may be received by the Pledgor: shall promptly be distributed to the Pledgee; and (b) pending the acceptance of the Dividends by the Pledgee, the Dividends must be held by the Company for and on behalf of the Pledgee. The Pledgor shall exercise all voting and other rights and powers attached to or conferred by the Shares in accordance with the Trust Deed and/or the Bonds. 5. FURTHER ASSURANCE
The Pledgor shall promptly and at its own expense execute all such documents and do all such acts and things (including but not limited to executing further Pledges or other Security, in respect of the Shares, and giving any notices, orders, directions or instructions) as the Pledgee may require (and in such form and substance as the Pledgee may require): (b) (c) to perfect, complete, protect or maintain the security created (or intended to be created) by the Pledgor pursuant to this Pledge Agreement and to perfect or protect the priority of such security; to facilitate the enforcement of this Pledge Agreement; and to exercise all and any rights, powers and remedies of the Pledgee provided by or pursuant to this Pledge Agreement or by law. 6. REPRESENTATIONS AND WARRANTIES 6.1 Representations The Pledgor represents and warrants for the interest and benefit of the Secured Parties on the date of this Pledge Agreement and each date that any Secured Obligation is outstanding, as follows: (b) (c) (d) (e) (f) the Pledgor is a private limited company duly established and validly existing under the laws of the Republic of Singapore and is duly licensed and authorised to be engaged in the business in which it is engaged; all corporate and other action necessary to own and maintain ownership of the Shares, for the due execution, delivery and performance of this Pledge Agreement have been obtained and remain valid; the obligations expressed to be assumed by the Pledgor in this Pledge Agreement are its legal, valid and binding obligations and are enforceable in accordance with its terms; it has no knowledge of any facts which would impair the validity of this Pledge Agreement; save for this Pledge Agreement and the other Transaction Documents, it is not a party to or bound by any agreement or undertaking which limits or makes subject to any conditions the right of: (i) the Pledgor to pledge or otherwise encumber the Shares; or (ii) any party holding a Pledge of any of the Shares to sell, pledge, encumber or dispose (wholly or partially) of the Shares; it is not a party to any dispute with respect to the Shares nor in any legal dispute nor is any legal dispute, to the knowledge of the Pledgor, threatened against the Shares, nor are any of the Shares subject to any dispute, seizure, defense, set-off or counterclaim by any party;
(g) (h) (i) (j) (k) (l) (m) (n) (o) (p) the execution and performance of the Pledge Agreement will not result in any contravention of, or constitute a default under any agreement or law or order (including rules or provisions on the preferential treatment of creditors), by which it or its assets are bound or affected, or its constitutional documents or any limitation on powers of its directors, subject to any general principles of law limiting its obligations; no event is outstanding which constitutes a default under any document which is binding on the Pledgor or any of its assets to an extent or in a manner which adversely affect the obligations of the Pledgor hereunder; no litigation, arbitration or administrative proceeding has been commenced, or is pending against the Pledgor or any of the Shares which would have a material adverse effect on the transactions envisaged hereunder or the Secured Parties rights, interests and benefits in the Shares; there has been no material adverse change in the financial condition of the Pledgor since the date of this Pledge Agreement which would adversely affect the transactions envisaged hereunder or the Secured Parties rights and interests in the Shares; the entry into by the Pledgor of this Pledge Agreement constitutes, and the exercise by it of its rights and performance of its obligations under this Pledge Agreement will constitute, private and commercial acts performed for private and commercial purposes; the Pledgor will not be entitled to claim immunity from suit, execution, attachment or other legal process in any proceedings taken in Singapore in relation to this Pledge Agreement; the execution and performance of this Pledge Agreement has not breached nor will it breach any applicable government authorisation or other approval or authorisation from any applicable governmental agency with jurisdiction over the Pledgor or the Shares; this Pledge Agreement will be effective to create legal, valid and enforceable Security over the Shares to secure performance of the Secured Obligations, subject to any general principals of law limiting its obligations, which security interest is not and shall not be subject to any other security interest of equal or prior ranking, on all of the Shares intended to be secured hereunder; the Pledgor has full right, title and interest to the Shares and is the sole registered legal owner of the Shares, and no other person or party is jointly entitled to or have co-ownership in the Shares with the Pledgor; the particulars of the Shares set out in Schedule 1 (and as supplemented from time to time by the supplementals) are true, accurate and complete;
(q) (r) (s) (t) (u) (v) all documents, papers and writings relating to the Shares provided to the Pledgee by the Pledgor are complete, genuine and represent in all respects what they purport to be; the Shares constitute all of the issued and outstanding shares of the Company owned by the Pledgor and the Shares: (i) are fully paid-up; (ii) are duly authorized and validly existing; and (iii) have not been redeemed nor cancelled in any way; the Shares are and will be ordinary shares in accordance with the Company s articles of association without any preference rights, warrants or options attached thereto; the Pledgor has not granted any options or other rights of whatsoever nature in respect of the Shares to any third party; the Shares and the Dividends are free from any Security or other liens or encumbrances, option or any third party's right, except as created under this Pledge Agreement or any other Transaction Document and neither the Shares nor the Dividends are subject to or involved in any dispute, seizure, set-off or counterclaim by any person or authority; no taxes, charges, fees, duties and assessments are or will be levied, assessed or due with respect to the Shares. 6.2 Additional Shares The Pledgor hereby further represents and warrants to the Secured Parties that on the date it acquires or otherwise obtains the ownership of any Additional Shares, all the representations and warranties set out in Clause 6.1 above shall be deemed to be repeated and apply mutatis mutandis in respect of those Additional Shares. 7. UNDERTAKINGS 7.1 Duration of Undertakings The undertakings in this Clause 7 will commence on the date of this Pledge Agreement and continue through the Security Period up to and including the Discharge Date. 7.2 Affirmative Undertakings The Pledgor undertakes that it shall: (b) take all actions necessary to obtain the full benefit of its rights to the Additional Shares, including, without limitation, to execute any instruments or documents necessary for these purposes; promptly obtain, maintain and comply with the terms required under any law and regulation to enable it to perform its obligations under, or for the validity,
enforceability or admissibility in the Republic of Indonesia of this Pledge Agreement; (c) (d) warrant and defend the rights, title and interest of the Pledgee to and in the Shares against the claims and demands of all persons whomsoever; promptly notify the Pledgee of: (i) (ii) the imposition of any attachment or the filing of any request for attachment on any of the Shares, and take all steps necessary to prevent the Shares from being subjected to any attachment; and any litigation, arbitration or administrative proceeding threatened: (A) against the Shares; or (B) the Pledgor; and in each case take all steps necessary to prevent it; (e) (f) (g) punctually pay all taxes, duties, fees, charges and costs whatsoever that are payable in respect of the Shares unless such payment is being contested in good faith and adequate provision has been made; ensure that the security expressed to be created under this Pledge Agreement remains in full force and effect with the ranking and priority it is intended to have as described in this Pledge Agreement and/or the Trust Deed; and execute and deliver to the Pledgee any agreement, power of attorney and other document necessary to enforce any of the Pledgee's rights, interests and benefits under this Pledge Agreement as requested by the Pledgee. 7.3 Negative Undertakings The Pledgor undertakes that it shall not: (b) (c) (d) (e) unless as otherwise provided in any of the Transaction Documents, sell, transfer or otherwise assign, deal with or dispose of all or any part of the Shares; create or permit to subsist any Security over all or any of the Shares; do or cause or permit to be done anything which may in any way unreasonably depreciate, jeopardise or otherwise prejudice the value of the Shares; it shall not take any action or fail to take any action which will result in the impairment of the Pledge granted under this Pledge Agreement or any right of the Pledgee under this Pledge Agreement; make or purport to make any amendments to the articles of association of the Pledgor and the Company;
(f) (g) change or cause to change the composition of the shareholders, the board of directors and the board of commissioners of the Pledgor and the Company; and purchase or retire or reduce the par value of the Shares or grant any right or option in relation to the Shares. 8. ENFORCEMENT 8.1 Enforcement of Shares If an Event of Default has occurred and is continuing, the Pledgee or any person at any time and from time to time appointed in writing by the Pledgee may, without notice to or prior consent from the Pledgor or prior authorization from any court, in its absolute discretion: (i) (ii) release all or any part of the Pledge (at the times, in the manner and on the terms it thinks fit); and do and perform any and all acts necessary or incidental to the protection of the Secured Parties rights under this Pledge Agreement. For the purpose of enforcing the Pledgee's rights hereunder, the determination of the occurrence of an Event of Default will be in accordance with the Trust Deed. (b) (c) Upon the exchange of the Shares as a result of the Pledgee exercising its rights to enforce the Pledge over Shares, the Pledgee is authorized by the Pledgor to do and take whatever actions are necessary for the exchange of the Shares. The Pledgor also undertakes not to take any action that could impair or prevent the exchange of the Shares (save as required by law or regulation). 8.2 Pledgor's Obligations The Pledgor will fully co-operate with respect to any action taken by the Pledgee in accordance with Clause 8.1 and the Pledgor shall not: (i) take any action to limit or diminish the rights of the Pledgee hereunder; and (ii) claim or seek any losses or damages or any other claim or remedy whatsoever from the Pledgee as a result of the enforcement of the Pledge. 8.3 Powers and Rights At any time on and after the occurrence of an Event of Default, the Pledgee will (notwithstanding any winding-up or dissolution of the Pledgor) have and be entitled to exercise, in relation to the Shares, in the name of or on behalf of the Pledgor or in its own name, in each case, at the cost of the Pledgor, all the powers to do or omit to do anything which the Pledgor itself could do or omit to do.
(b) (c) (d) The Pledgee has full power to appoint any person as its attorney (either generally or specifically) to have the powers, authorities and discretions conferred on it by this Pledge Agreement on such terms and conditions as it sees fit. Such a power of attorney will not preclude the subsequent exercise of those powers, authorities or discretions by the Pledgee, or any revocation of the power of attorney or any subsequent power of attorney. The Pledgee is not bound to supervise, and will not in any way be responsible for any loss incurred by reason of any misconduct or default on the part of any attorney appointed pursuant to this Clause 8.3. 8.4 Discretion Any liberty or power which may be exercised, or any determination which may be made, under this Pledge Agreement by the Pledgee may be exercised or made in its absolute and unfettered discretion without any obligation to give reasons. 9. POWER OF ATTORNEY 9.1 Appointment and Powers The Pledgor irrevocably appoints the Pledgee (with full power and the right of substitution) to be its attorney and in its name, on its behalf and as its act and deed to execute, seal, deliver and perfect all documents and do all acts and things which the Pledgee may consider to be required or desirable to: (i) effect the Pledge over the Shares in the manner set out in Clause 2 (Perfection of Pledge), including executing and delivering to the Company or any other party documents in connection with the Pledge. This authorization only gives the right, but not the obligation, to the Pledgee to perform the relevant action, and for the purpose of this paragraph (i) only, the Parties waive Article 1800 of the Indonesian Civil Code; and (ii) upon the occurrence of an Event of Default, do and perform any and all acts on behalf of and in the name of the Pledgor which the Pledgee in its sole discretion considers necessary or appropriate with respect to: (A) the exercise of all of the rights and powers of the Pledgor attaching to or in respect of the Shares including, without limitation, the right to: I. attend all annual and extraordinary general meetings of shareholders of the Company as representative/proxy of the Pledgor and to exercise the voting rights attaching to the Shares at such meetings; and II. receive notices, Dividends and the Pledgor's share of the assets of the Company or the proceeds thereof in the event of any voluntary or involuntary liquidation or dissolution of the Company; and
(B) the execution, issue or replacement of any or all of the share certificates, notices, advertisements or other documents relating to the Shares. (b) (c) The Pledgee accepts this appointment to be the Pledgor's attorney, and in its name, on its behalf and as its act and deed to execute, seal, deliver and perfect all documents and do all acts and things which the attorney may consider to be necessary or appropriate but without the obligation to do so. The Pledgor, by signing this Pledge Agreement, ratifies all of the Pledgee s acts to be performed by virtue of the powers contained by this Article or otherwise conferred under this Pledge Agreement. 9.2 Irrevocable Powers of Attorney (b) (c) All powers of attorney and authorizations granted by the Pledgor to the Pledgee under this Pledge Agreement form an integral and inseparable part of this Pledge Agreement and the Pledgee would not have entered into this Pledge Agreement without such powers of attorney and authorizations. The Parties confirm that the powers of attorney and authorizations granted by the Pledgor to the Pledgee under this Pledge Agreement are irrevocable and will not terminate for any reason whatsoever, including but not limited to the reasons stated in Article 1813 of the Indonesian Civil Code (except for renunciation by the Pledgee). The Pledgor expressly waives the provisions of Articles 1813, 1814 and 1816 of the Indonesian Civil Code. 9.3 Rights to be Given Wide Construction The rights of the Pledgee under this Pledge Agreement are to be construed in the widest possible sense, with the intent that the Pledgee will be afforded as wide and flexible a range of powers as possible with due observance of this Pledge Agreement and the Transaction Documents. 9.4 No Liability for Losses The Pledgee will not be bound to supervise its attorney and will not be responsible for any losses, involuntary or otherwise, which may arise directly or indirectly in the exercise by the Pledgee or any person designated to carry out the power conferred in this Clause 9. 9.5 Rights Upon Liquidation As further security for the due performance of the Secured Obligations, the Pledgor irrevocably assigns and transfers in favor of the Pledgee, who accepts such assignment and transfer, all of the rights of the Pledgor in respect of the Shares to receive any and all payments which may accrue to the Pledgor as a consequence of and in the event of a bankruptcy, dissolution or liquidation of the Company.
(b) The Pledgor irrevocably confers on the Pledgee, power of attorney, with right of substitution, and therefore the Pledgee is fully authorized: (i) (ii) to represent and act for and on behalf of the Pledgor from the commencement of the bankruptcy, dissolution or liquidation of the Company to exercise all the Pledgor's rights attaching to or in respect of the Shares under the Company's Articles of Association and the laws and regulations of the Republic of Indonesia, including but not limited to, preparing, signing and submitting applications for approvals, providing and requesting information, appearing before competent government agencies and notaries, drawing up and signing deeds, documents and other instruments, to represent the Pledgor at any meeting of shareholders of the Company, to cast votes at such meetings, to receive any distributions from the Company to the Pledgor as shareholder of the Company; and upon the dissolution or liquidation of the Company, to act in the Pledgor's name in the course of enforcing any of the Pledgor's rights attaching to or in respect of the Shares under the Company's Articles of Association and prevailing regulations having the force of law. (c) The Pledgor by signing this Deed ratifies all acts to be performed by virtue of the powers conferred by Clause 9.5(b) after an Event of Default has occurred and at any time thereafter, provided that such powers have been exercised by the Pledgee in accordance with this Deed. 10. EFFECTIVENESS OF SECURITY 10.1 Effect of Pledge This Pledge is intended by the Pledgor to secure for the Secured Obligations. 10.2 Waiver of Defences Neither the obligations of the Pledgor under this Pledge Agreement and the Transaction Documents nor the Pledge created by or pursuant to this Pledge Agreement will be prejudiced, affected or discharged by any of the following: (i) (ii) (iii) (iv) any time, waiver or consent granted to, or indulgence to or composition with, the Pledgor or any other person; the release of the Pledgor or any other person under the terms of any composition or arrangement with any creditor of any member of the Group; the taking, variation, compromise, exchange, renewal or release of, or refusal or neglect to perfect, take up or enforce, any rights against, or Security over, the assets of the Pledgor or any other person; or any non-presentation or non-observance of any formality or other requirement in respect of any instrument; or any failure to realize the full value of any Security; any incapacity, or lack of power, authority or legal personality, or dissolution or change in the members or status, of the Pledgor or any
other person and the Pledgor hereby waives paragraph 1 of Article 1331 of the Indonesian Civil Code; (v) (vi) (vii) (viii) (ix) (x) any amendment, supplement, extension or restatement (however fundamental and whether or not more onerous), or replacement, assignment, or novation (pursuant to clause 1421 of the Indonesian Civil Code) or termination of any Transaction Document or any other document or Security; any unenforceability, illegality or invalidity of any obligation of any person or any provisions under any Secured Document or any other document or Security; any bankruptcy, suspension of payment, dissolution or liquidation or similar proceedings or insolvency or any incapacity, disability or limitation howsoever described or any change in the constitutional documents of the Pledgor or any other person; any Secured Party at any time releasing, refraining from enforcing, or varying, or taking any other action which has the effect of releasing, refraining from enforcing, or varying, any power, right or remedy that any Secured Party has now or in the future obtained from or against the Pledgor or any other person; any act, omission, event or circumstances which would or may but for this provision operate to prejudice, affect or discharge any Transaction Document or the liability of the Pledgor or any other person; or the payment to any Secured Party by any Pledgor or any other person, or the settlement, of any part of the Secured Obligations; but the obligations hereunder are the continuing obligations of the Pledgor with respect to all of the terms and conditions set forth herein. (b) No Bondholders are obliged to establish or investigate the powers or authorities of any Pledgor or their respective officers or agents, and monies obtained or Secured Obligations incurred by any Pledgor in purported exercise of such powers or authorities (or by any person purporting to be an Pledgor) will be deemed to form part of the Secured Obligations, and will be construed accordingly. 10.3 Immediate Recourse The Pledgor waives any right it may have to first require the Pledgee to proceed against or enforce any other rights or Security before enforcing the security created by or pursuant to this Pledge Agreement or otherwise claim from the Pledgee under this Pledge Agreement. This waiver applies irrespective of any law or any provision of a Transaction Document to the contrary. 10.4 Continuing Security The security created by the Pledge of the Shares under this Pledge Agreement:
(b) (c) shall constitute and be a continuing security notwithstanding any intermediate performance of the Secured Obligations; is in addition to and is not in any way prejudiced or affected by any collateral or other security, judgment or order or any lien provided under the Transaction Documents to which the Pledgee may be otherwise entitled nor is the liability of the Company or the Pledgor for all or any part of the Secured Obligations in any way satisfied, prejudice or affected by this pledge of the Shares; and shall be automatically reinstated if, for any reason, any of the securities granted by the Pledgor in respect of the Transaction Documents shall be rescinded or must otherwise be restored, whether as a result of any proceedings in bankruptcy or reorganization or the like or otherwise. 11. EXPENSES AND INDEMNITIES 11.1 Costs and Expenses Save for the amount of all costs and expenses (including legal and other fees) incurred by the Pledgee in connection with Clause 11.1(c), which the Pledgor shall pay to the Pledgee on demand, the Pledgor shall, within 3 (three) Business Days of demand, pay to the Pledgee the amount of all costs and expenses (including legal and other fees) incurred by the Pledgee in connection with: (b) (c) the negotiation, preparation, execution, translation and registration of this Pledge Agreement and any other documents referred to in this Pledge Agreement, and any amendment to or extension of, or the giving of any consent or waiver in connection to this Pledge Agreement (and all matters incidental thereto); all stamp duty, registration and other similar taxes payable in respect of this Pledge Agreement, the security created by or pursuant to this Pledge Agreement or any judgment given in connection with any of them; the enforcement of, or the preservation of the Pledgee's rights under, this Pledge Agreement, or any proceedings instituted by or against the Pledgee as a consequence of enforcing or preserving its rights under this Pledge Agreement or taking or holding this Pledge; and 11.2 General Indemnity The Pledgor shall, notwithstanding any release or discharge of all or any part of the security created by or pursuant to this Pledge Agreement, within 5 (five) Business Days of demand, indemnify the Pledgee and any of its attorneys, against any cost, loss or liability incurred by them or by any of their attorneys, as a result of: (b) any breach by the Pledgor of the provisions of this Pledge Agreement; the exercise or purported exercise of any of the rights and powers conferred on them by this Pledge Agreement;
(c) (d) enforcement or the preservation of the Shares and this Agreement and any rights of the Pledgee and the Bondholder; and conversion into any other currency of any sums due from the Pledgor under this Pledge Agreement. 11.3 Indemnities Separate Each indemnity in each Transaction Document will: (b) (c) (d) constitute a separate and independent obligation from the other obligations in that or any other Transaction Document; give rise to a separate and independent cause of action; apply irrespective of any indulgence granted to the Pledgor; apply whether or not any claim under it relates to any matter disclosed by the Pledgor or is otherwise known to the Pledgee. 12. RELEASE OF SECURITY 12.1 Effectiveness This Pledge Agreement will remain valid, binding and in full force and effect from the date hereof until the Discharge Date. 12.2 Release of Pledge If: the Secured Obligations have been irrevocably performed in full in accordance with the provisions of the Transaction Documents; (b) the Pledge under this Pledge Agreement is enforced pursuant to Article 8; (c) (d) the Pledgee enforces its power granted under the power of attorney described in Article 9; or the Exchange Right attached to any Bond is exercised by a Bondholder or the Bonds are mandatorily exchanged on the Maturity Date, then the Pledgee shall release any part or all of the Shares (as may be applicable) from the Pledge under this Pledge Agreement by: (e) (f) immediately giving notice to the Company and the Share Registrar of the release of the pledge over the particular Shares by notice in writing; obtaining the acknowledgment and confirmation of the Share Registrar of the release of the pledge over the particular Shares and that the notation of pledge under this Pledge Agreement in the share register with respect to such particular Shares has been removed.
In order for the Pledgee to release any of the Shares from the pledge created under this Pledge Agreement, no approval, consent or acknowledgment from the Pledgor is required. Provided the notice referred to in paragraph (e) above has been given, the Pledgor shall take all necessary actions as may be required by the Pledgee to ensure that the acknowledgment and confirmation referred to in paragraph (f) above is obtained. Any costs, expenses and fees incurred by the Pledgee in complying with this Clause shall be borne by the Pledgor. 13. ASSIGNMENT 13.1 The Pledgor The Pledgor may not transfer any of its rights or obligations under this Pledge Agreement. 13.2 The Pledgee The Pledgee may assign any of its rights under this Pledge Agreement in accordance with the terms of the Transaction Documents. 14. RIGHTS, WAIVERS AND DETERMINATIONS 14.1 Remedies and Waivers No failure to exercise, nor any delay in exercising, on the part of the Pledgee or the Bondholder, any right, power or remedy under this Pledge Agreement will operate as a waiver of any such right, power or remedy. No single or partial exercise of any right, power or remedy will prevent any further or other exercise of that right, power or remedy, or the exercise of any other right, power or remedy. The rights, powers and remedies provided in this Pledge Agreement are cumulative and not exclusive of any rights, powers or remedies provided by law. 14.2 Partial Invalidity If, at any time, any provision of this Pledge Agreement is or becomes illegal, invalid or unenforceable in any respect under any law of any jurisdiction, neither the legality, validity and enforceability of the remaining provisions nor the legality, validity or enforceability of such provision under the law of any other jurisdiction will in any way be affected or impaired. 14.3 Determination Any certification or detemination by the Pledgee of a rate or amount under this Pledge Agreement is, in the absence of manifest error, conclusive evidence of the matters to which it relates. 15. NOTICES 15.1 Communication in Writing
Any communication to be made under or in connection with this Pledge Agreement will be made in writing and, unless otherwise stated, may be made by fax, letter or email. 15.2 Addresses The address, fax number and email address (and the department or officer (if any) for whose attention the communication is to be made) of each Party for any communication or document to be made or delivered under or in connection with this Pledge Agreement is that identified with its name below: the Pledgor: Azion Bao Pte. Ltd. [address] Fax number: [ ] E-mail: [ ] Attention: [ ] (b) the Pledgee: Madison Pacific Trust Limited 1720, 17 th Floor, Tower One, Admiralty Centre 18 Harcourt Road Hong Kong Fax number: +852 25999501 E-mail: trustee@madisonpac.com Attention: David Naphtali / Holly Yuen or any substitute address, fax number, email address or department or officer as a Party may notify to the other Party with not less than 5 (five) Business Days notice. 15.3 Delivery Any communication or document made or delivered by one Party to another under or in connection with this Pledge Agreement will only be effective: (i) if by way of fax, when received in legible form; (ii) if by way of letter, when it has been left at the relevant address or 5 (five) Business Days after being deposited with an internationally recognized courier, pre paid, in an envelope addressed to the relevant Party at that address; or
(iii) if by way of email, if it complies with the rules set out in Clause 15.4 (Electronic Communication); and, if a particular department or officer is specified as part of its address details provided under Clause 15.2 (Addresses), if addressed to that department or officer. (b) Any communication or document to be made or delivered to the Pledgee under or in connection with this Pledge Agreement will be effective only when actually received by the Pledgee and then only if it is expressly marked for the attention of the department or officer identified above (or any substitute department or officer as it specifies for this purpose). 15.4 Electronic Communication Any communication to be made between the Parties under or in connection with this Pledge Agreement may be made by electronic mail or other electronic means, if the Parties: (i) (ii) (iii) agree that, unless and until notified to the contrary, this is to be an accepted form of communication; notify each other in writing of their electronic mail addresses or any other information required to enable the sending and receipt of information by that means; and notify each other of any change to their address or any other information supplied by them. (b) (c) Any electronic communication made between the Parties will be effective only when actually received in readable form, and only if it is addressed in such a manner as the recipient specifies for this purpose. A Party shall notify the other Party promptly upon becoming aware that its electronic mail system or other electronic means of communication cannot be used due to technical failure (if such failure is likely to last for more than 24 hours). Until that Party has notified the other Party that the failure has been remedied, all notices between the Parties must be sent by fax or letter in accordance with this Clause 15 (Notices). 15.5 Language This Pledge Agreement is made in the Indonesian language and the English language. Both versions are equally authentic. In the event of any inconsistency or different interpretation between the Indonesian language version and the English language version, the relevant Indonesian language version is deemed to be automatically amended (with effect from the date of the execution of this Pledge Agreement) to conform with the English language version and to make relevant part of the Indonesian language version consistent with the relevant part of the English language version;
(b) (c) Without limiting the effect of Clause 15.5 the Pledgor grants the Pledgee an irrevocable power of attorney to execute any amendments to make the Indonesian language version consistent with the relevant part of the English language version (with effect from the date of execution of this Pledge Agreement) for and on behalf of the Pledgor; and Each Party: (i) (ii) (iii) (iv) acknowledges that, with its agreement, this Pledge Agreement has been predominantly negotiated in the English language; represents that it has read and fully understands the contents and consequences of this Pledge Agreement; represents that it has made and entered into this Pledge Agreement freely and without duress, and represents that it has received independent legal advice with regard to this Pledge Agreement. 16. SEVERABILITY If any one or more of the provisions contained in this Pledge Agreement should be invalid, illegal or unenforceable in any respect under any applicable rule, regulation or law, the validity, legality and enforceability of the remaining provisions of this Pledge Agreement shall not in any way be affected or impaired; and the invalid or unenforceable provision shall be replaced by a provision which, being valid and enforceable, comes closest to the intention of the Parties hereto underlying the invalid or unenforceable provision. 17. GOVERNING LAW, JURISDICTION AND WAIVER OF IMMUNITY 17.1 Governing Law This Pledge Agreement and any rights and obligations arising out of and in connection with it are governed by the laws of the Republic of Indonesia. 17.2 Jurisdiction The Pledgor irrevocably and unconditionally submits itself to the non-exclusive jurisdiction of the District Court of Central Jakarta. Notwithstanding the foregoing, the Pledgee will have the right to proceed against the Pledgor and its assets in any other court with jurisdiction, and the Pledgor agrees to submit to the jurisdiction of such court. The Pledgor irrevocably and unconditionally waives any objection which it may now or hereafter have to the choice of the venue of any legal action arising out of or relating to this Pledge Agreement brought by the Pledgee in any court. 17.3 No Limitation on Right of Action To the extent allowed by law, the Pledgee may take concurrent proceedings in any number of jurisdictions.
17.4 Final Judgment Conclusive The Parties agree that a final judgment against them in any such legal action will be final and conclusive and may be enforced in any court with jurisdiction. 17.5 Waiver of Immunity The Pledgor irrevocably waives any immunity, whether characterized as sovereign immunity or otherwise, with respect to itself, and its revenues and assets (irrespective of their use or intended use), from any set-off or legal action in the Republic of Indonesia or elsewhere, including immunity from (i) service of process, (ii) jurisdiction of any court or tribunal, and (iii) attachment of any of its property prior to a judgment or execution of a judgment related to any of its property.
IN WITNESS whereof this Pledge Agreement has been drafted and executed, read and duly signed in [*], on the day and date mentioned in the preamble of this Pledge Agreement, in the presence of [*] and [*], both assistants of the notary and residing in [*], as witnesses. This Pledge Agreement having been duly read out by me, Notary, to the appearers and witnesses, was signed immediately by the appearers, witnesses and me, notary. PLEDGOR SIGNED for and on behalf of AZION BAO PTE. LTD. Stamp duty Rp. 6,000 By Name : [ ] Title : [ ] PLEDGEE SIGNED for and on behalf of MADISON PACIFIC TRUST LIMITED By Name : [ ] Title : [ ]