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USD [50] million Alam Sutera Share-backed Loan Facility (Loan)

Indicative Terms and Conditions

15 October 2012

This draft term sheet is strictly for discussion purposes only and does not constitute a
commitment of Deutsche Bank AG or any of its affiliates to provide any financing. Any
transaction will be subject to, inter alia, legal and financial due diligence, credit approval,
compliance clearance and regulatory approval, if required.
Borrower

[ ], a company incorporated in [ ], being the entity owning [ ] Alam

Sutera Shares.

Arranger

Deutsche Bank AG, Singapore Branch.

Lenders

Deutsche Bank AG, Singapore Branch and other investors.

Loan Amount

Up to aggregate USD [50],000,000.

Use of Loan Proceeds

The loan proceeds shall be applied by the Borrower towards the

following:
i.

[TBD];

ii.

Initial funding of the Debt Service Reserve Account; and

iii.

Payment of fees and expenses under this Loan

Agreement Date

[ ] 2012

Utilisation Date

Subject to satisfaction of conditions precedent, a Business Day falling

within the Availability Period.

Availability Period

Within [5] Business Days of the Agreement Date.

Upfront Fees

[3.0] % of the Loan Amount payable by the Borrower to the Arranger on

the earlier of the Utilisation Date or the expiry of the Availability Period

Extension Fees

[3.0]% of the Loan Amount payable by the Borrower to the Arranger on

the Extension Date.

Interest Period

Interest shall be payable on a quarterly basis, commencing from the

Utilisation Date.

Interest Rate

[9.5]% p.a. on the Loan Amount, calculated on a 30/360 daycount

basis, payable in arrears.

Default Interest

2.0% p.a. above Interest Rate.

Initial Maturity Date

[12] months from the Utilisation Date.

Final Maturity Date

[24] months from the Utilisation Date, subject to the Lenders approval
for an extension at least 10 Business Days before Initial Maturity Date
(Extension Date) after a written extension request from the
Borrower.
For the avoidance of doubt, if the extension is not approved by
Lenders on or before the Extension Date, the Initial Maturity Date shall
be the Final Maturity Date.

Loan Repayment

The Loan Amount will be payable on the Final Maturity Date or the
date of Voluntary Prepayment.

Loan Repayment
Amount

The Loan Repayment Amount shall be determined by the Calculation

Agent, being the aggregate of the Loan Amount, accrued and unpaid
Interest, and the break costs (if any)

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Voluntary Prepayment

The Borrower will be permitted to voluntarily prepay the Loan, in whole

but not in part, on any date after the Utilisation Date, provided that it
has given 5 Business Days prior written notice to the Facility Agent,
and payment of the Loan Repayment Amount and Minimum Payment
Amount is made on the date of prepayment.

Minimum
Amount

Payment

An amount, as determined by the Facility Agent, being equivalent to

the total Interest which would have been paid from the date of
prepayment up to the Final Maturity Date as if the Loan had not been
prepaid.

Debt Service Reserve

Amount

An amount equivalent to the next [ ] months of Interest based on the

Loan Amount, to be maintained in the Debt Service Reserve Account
at all times.

Debt Service Reserve

Account

The Borrower shall maintain a cash account with the Offshore Account
Bank for the Debt Service Reserve Amount. The account shall be
pledged in favour of the Lenders.
The balance in the cash account shall be used solely for the purpose
of making payments to the Lenders under the Loan.

Cash
Account

Collateral

The Borrower shall maintain a cash account with the Offshore Account
Bank for the purpose of pledging USD cash as collateral. The account
shall be pledged in favour of the Lenders.
The balance in the cash account shall be used solely for the purpose
of making payments to the Lenders under the Loan.

IDR Account

The Borrower shall maintain an onshore IDR cash account with the
Custodian. The account shall be pledged in favour of the Lenders.

FX Rate

The prevailing USD / IDR exchange rate on any day shall be the USD /
IDR exchange rate as set out on the Bloomberg page IDRXFIX at
10:30 a.m. Jakarta time fixing on the respective Business Day,
otherwise on the immediately preceding day, or if no such rate is
published for such day, the latest available rate of exchange on the
most recent prior day for which such rate was published.

JSX

Jakarta Stock Exchange.

Alam Sutera
Shares

Realty

On the Utilisation Date, [ ] common shares of PT Alam Sutera Realty

Tbk (Alam Sutera)(Bloomberg Ticker: ASRI IJ), that are freely
tradeable and unrestricted.
On the Utilisation Date, the Security Coverage Ratio in respect of Alam
Sutera Shares immediately prior to utilisation shall not be lower than
the Initial Coverage Ratio.

Security

Application of
Dividends from
Security

The Security shall include but not be limited to

1.

fixed and floating charge on all assets of the Borrower;

2.

pledge over the Alam Sutera Shares;

3.

pledge of 100% Borrower shares; and

4.

first ranking charge over the Debt Service Reserve Account, Cash
Collateral Account, IDR Account and Custodian Account.

Any Dividends (in the form of cash, in specie or otherwise) paid from
the Security shall be retained by the Security Agent throughout the life
of the Facility and shall be paid into the IDR Account or Cash Collateral
Account, as applicable, provided that the Borrower can request for the
release of all Dividends paid into the collateral account if following the
release, the Security Coverage Ratio is greater than the Initial
Coverage Ratio.

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Security Coverage
Ratio

The Security Coverage Ratio on any Jakarta Business Day shall be

determined by the Calculation Agent in accordance with the following
formula:
A divided by B, where
A means the Alam Sutera Shares Market Value; and
B means the Outstanding Amount.

Alam Sutera Shares

Market Value

Outstanding Amount

As determined by the Calculation Agent, the product of

i.

the prevailing daily volume weighted average traded price of the

Alam Sutera Shares as traded on the JSX for each relevant
Business Day, converted into USD at the then prevailing FX Rate;
and

ii.

the outstanding number of Alam Sutera Shares pledged in the

Custodian Account at that point in time.

On the Utilisation Date, the Outstanding Amount shall be the Loan

Amount to be drawn.
On any other day, the Outstanding Amount shall be the aggregate of:
i.

the outstanding Loan Amount; plus

ii.

any accrued and unpaid Interest; plus

iii. the Minimum Payment Amount; minus

iv. the outstanding Cash Collateral; minus
v.

the balance in the IDR Account.

For the purpose of this calculation, any balance in the IDR Account
shall be converted into USD at the FX rate for that day.
Initial Coverage Ratio

Minimum of [2.75]x of the Outstanding Amount.

For the purpose of calculating the Initial Coverage Ratio on the date
falling 3 Business Days before the Utilisation Date, the Alam Sutera
Shares Market Value shall be calculated using the volume weighted
average traded price of the Alam Sutera Shares on the [ ] immediately
preceding trading days of the JSX.

Top Up Trigger

In the event that the Security Coverage Ratio on any Jakarta Business
Day is equal to or less than the Top Up Threshold, additional USD cash
collateral shall be pledged by the Borrower (rounded up to the nearest
US$ 100,000) (Cash Collateral) and deposited into the Cash
Collateral Account within 2 Jakarta Business Days from the date on
which the Top Up notice is issued, such that the Security Coverage
Ratio shall be no less than the Initial Coverage Ratio.

Top Up Threshold

[2.35]x of the Outstanding Amount.

Top Down Trigger

In the event that the Security Coverage Ratio on any 2 consecutive

Business Days is equal to or more than the Top Down Threshold, any
outstanding Cash Collateral that was previously pledged by the
Borrower shall be returned to the Borrower (subject to a minimum of
US$ 100,000) upon the Borrowers request, such that the Security
Coverage Ratio shall be no less than the Initial Coverage Ratio.

Top Down Threshold

[2.75]x of the Outstanding Amount.

For purpose of calculating the Top Down Threshold, item (iv) of the
Outstanding Amount definition shall be excluded in this computation.

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Liquidation Trigger

In the event that the Security Coverage Ratio on any Jakarta Business
Day is less than or equal to Liquidation Threshold, the Lenders shall
have the right to immediately liquidate the pledged Alam Sutera Shares
and/or outstanding balance in the Debt Service Reserve Account,
Cash Collateral Account or IDR Account without notice or delay. Any
excess security remaining after payment of the amount due to the
Lenders, shall be returned to the Borrower.

Liquidation Threshold

[2.15]x of the Outstanding Amount.

In the event that Liquidation Threshold is breached, the Facility Agent
shall notify the Borrower accordingly. For the avoidance of doubt, any
failure to do so shall not affect the Lenders rights to liquidate the
Pledged Alam Sutera Shares.

Liquidity Trigger

In the event that the [ ]-Jakarta Business Day average value traded on
Alam Sutera shares on the JSX is below USD [ ] (Liquidity
Threshold), the Lenders shall have the right to immediately liquidate
the pledged Alam Sutera Shares and/or outstanding balance in the
Debt Service Reserve Account, Cash Collateral Account or IDR
Account without notice or delay. Any excess security remaining after
payment of the amount due to the Lenders, shall be returned to the
Borrower.
In the event that Liquidity Threshold is breached, the Facility Agent
shall notify the Borrower accordingly. For the avoidance of doubt, any
failure to do so shall not affect the Lenders rights to liquidate the
Pledged Alam Sutera Shares.

Covenants (including
Financial Covenants)

Covenants shall be usual for a transaction of this type in form and

substance acceptable to the Lenders including, but not limited to
(a) No further indebtedness;
(b) No granting of security interest over assets over than for the
purpose of this Loan;
(c) Restricted payments, including dividends;
(d) Margining and daily monitoring requirements;
(e) Any other covenants as requested by the Lenders.
For the avoidance of doubt, the covenants shall be maintained at all
times throughout the life of the deal and tested on all Jakarta Business
Days.

Representations,
Warranties and
Undertakings

Representations, Warranties and Undertakings shall be usual for a

transaction of this type in form and substance acceptable to the
Lenders including, but not limited to.
(a) Non-disposal of assets by the Borrower without prior written
consent of the Lenders;
(b) No breach of any regulations including securities laws;
(c) Any other representations, warranties and undertakings as
requested by the Lenders.

Events of Default

Events of default shall be usual for a transaction of this type in form

and substance acceptable to the Lenders including, but not limited to:
(a) Cross default into any PT Alam Sutera Realty Tbk indebtedness;
(b) Failure to post additional collateral within 2 Jakarta Business Days
(see Top Up Trigger)
(c) Suspension (5 Trading Days in the case of voluntary suspension
and 3 Trading Days in the case of involuntary suspension) or
delisting of Alam Sutera Shares;
(d) Failure to pay principal, interest, or any other sums due under the
Loans;

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(e) Change of control of the Borrower or Alam Sutera ;

(f)

Breach of covenants, misrepresentations;

(g) Insolvency, bankruptcy or analogous event;

(h) Illegality of the Borrower to perform any of its obligations under
this transaction;
(i)

Security ceases to be in effect;

(j)

Breach of the Liquidation Threshold or Liquidity Threshold; and

(k) Any other events of defaults as requested by the Lenders.

Upon an Event of Default, the Lenders shall be able to accelerate and
enforce on the Security.
Conditions Precedent

Conditions precedent for the Utilisation shall be usual for a transaction

of this type in form and substance acceptable to the Lenders including,
but not limited to:
(a) Constitutive documents and corporate authorisations (including
board resolutions, and if required, shareholder resolutions) of the
Borrower, evidencing all Borrower approvals have been obtained;
(b) Financial, business and legal due diligence shall have been
conducted to the satisfaction of the Lenders;
(c) Lenders obtaining all final internal approvals;
(d) Execution of the
Arranger/Lenders;

Documentation

satisfactory

to

the

(e) Execution and perfection of Security for which all the

requirements, notices and any other procedural steps required, to
perfect such Security have been received or completed to the
Security Agent's satisfaction;
(f)

Legal opinions of external counsel in a form acceptable to the

Lenders;

(g) Representations and warranties are true and correct in all material
aspects on and as of the Utilisation Date;
(h) Payment by the Borrower of all fees and expenses incurred in
relation to preparation, negotiations and execution of the Loan and
any ancillary documents, shall be in the form of a deduction from
the Loan proceeds;
(i)

Security Coverage Ratio (using the Alam Sutera Shares Market

Value immediately prior to the Utilisation) is not lower than the
Initial Coverage Ratio;

(j)

Perfection of security (including but not limited to the Alam Sutera

Shares being pledged in the Custodian Account); and

(k) Such other documents / conditions as the Lenders may request.

Documentation

Facility agreement, Security agreements and other documentation, all

in form and substance acceptable to the Lenders, shall include
provisions usual for a transaction of this type.

Taxes

All repayments of principal and payments of interest, fees and other

amounts due under the Loan will be made free and clear of all present
and future taxes, charges, duties, imposts, levies, withholdings or other
deductions whatsoever. If the Borrower is required to withhold or
deduct any taxes, it will pay such additional amounts as are necessary
to ensure the amount received by the Lenders will be equal the full
amount which would have been received had no such deduction or
withholding been required.

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Expenses

The Borrower shall be responsible for all expenses incurred by the

Arranger in connection with the Loan.
The Borrower undertakes to reimburse the Arranger for all out-ofpocket costs and expenses (including fees, charges and
disbursements of the legal counsel) incurred by the Lenders in
connection with the preparation and negotiation of this proposed
transaction.

Transferability

The Lenders shall have the right to transfer or assign the Loan or any
part of the Loan to any third party without the consent of the Borrower.

Confidentiality

The Term Sheet and its content are intended for the exclusive use of
the Borrower group and shall not be disclosed by the Borrower to any
person other than the Borrowers legal and financial advisors for the
purpose of the proposed transaction unless the prior written consent of
the Arranger is obtained.

Calculation Agent

DB Trustees (Hong Kong) Limited

Custodian Account

A segregated pledge account held with the Custodian

Custodian

Deutsche Bank AG, Jakarta Branch

Deutsche Bank AG, Singapore Branch

DB Trustees (Hong Kong) Limited

New York, Jakarta and Hong Kong

The laws of England and the non-exclusive jurisdiction of the courts of

England and applicable local laws in respect of the Security.

Offshore
Bank

Account

Facility Agent
Security Agent

and

Business Days
Governing Law
Jurisdiction

&

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We confirm that in making our decision to request the execution of the above transaction, we have (a) not
relied on DB, whom we acknowledge is neither acting as our advisor nor in a fiduciary capacity, (b)
conducted a detailed analysis of the appropriateness, merits and risks of the proposed transaction in light
of our objectives, financial situation and needs and (c) obtained, independently of DB, such professional
advice as we deem necessary.
Agreed and accepted by Borrower

Signature:
Name:
Title:

(Authorised Signatory)

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Important Notice
This term sheet is intended for discussion purposes only and does not create any legally
binding obligations on the part of Deutsche Bank AG and/or its affiliates (DB). Without
limitation, this term sheet does not constitute an offer, an invitation to offer or a recommendation
to enter into any transaction. When making an investment decision, you should rely solely on
the final documentation relating to the transaction and not the summary contained herein.
DB transacts business with counterparties on an arms length basis and on the basis that each
counterparty is sophisticated and capable of independently evaluating the merits and risks of
each transaction. DB is not acting as your financial adviser or in any other fiduciary capacity
with respect to this proposed transaction unless otherwise expressly agreed by us in writing;
therefore this document does not constitute advice or a recommendation. This transaction may
not be appropriate for all investors and before entering into any transaction you should take
steps to ensure that you fully understand the transaction and have made an independent
assessment of the appropriateness of the transaction in the light of your own objectives and
circumstances, including the possible risks and benefits of entering into such transaction. You
should also consider seeking advice from your own advisers in making this assessment. If you
decide to enter into this transaction, you do so in reliance on your own judgment.
Although we believe the contents of this document to be reliable, we make no representation as
to the completeness or accuracy of the information. To the extent permitted by applicable law,
DB does not accept liability for any direct, consequential or other loss arising from reliance on
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in certain jurisdictions may be restricted by law.
Copyright 2012 Deutsche Bank AG.