SALE AND PURCHASE AGREEMENT
This Sale and Purchase Agreement ("Agreement") is made on 21 August 2000
between:
1. PT Rabobank Duta Indonesia, a limited liability comparty established under
the laws of the Republic of Indonesia, having its principal office at Plaza
89, 9th Floor, JI. H.R. Rasuna Said, Xxx.X-7 No. 6 Jakarta ("Seller"); and
2. Everbloom International Technology Pte Ltd, a company established under the
laws of Singapore, with its registered office at 00 Xxxxxxx Xxxx Xxxxx
#00-00, xxx Xxxxxx Xxxxxxxxx Science Park 1, Xxxxxxxxx 000000
("Purehaser").
(The Seller and the Purchaser hereinafter referred to collectively as the
"Parties").
WHEREAS:
A. Pursuant to Credit Agreement number 72 dated 31 Janum-y 1991 made before
Notary Xxxxxx Xxxxxxx SH, in Jakarta, as several times amended, lastly by
certain Addendum IV to the Credit Agreement Number LA/CA/254/94 dated 23
November 1994 ("Credit Agreement I") between the Seller as the Bank and PT
Randhoetatah Cemerlang as the Borrower, the Bank provided the Borrower with
the following facility "(Faeility I'):
- A Short Term Advance in the principal amount of US$500,000 (United
States Dollars five hundred million);
- A Term Loan in the principal amount of US$2,600,000 (United States
Dollars two million six hundred thousand); Initial amount:
US$3,500,000.
B. Pursuant to Credit Agreement number 41 dated 22 March 1991 made before
Notary Xxxxxx Xxxxxxx, SH, m Jakarta, as several times amended, lastly by
certain Amendment XII To Credit Agreement dated 16 December 199d ("Credit
Agreement II ") between PT Bank LTCB Central Asia as the Bank and PT
Randhoetatah Cemerlang as the Borrower, the Bank provided the Borrower with
the following facility ("Facility II"):
- A Term Loan in the principal amount of US$1,500,000.- (United States
Dollars one million five hundred thousand); and
- A Working Capital Loan (Demand Loan) in ehe principal amount
US$500,000.-( United States Dollars five hundred thousand)
C. Based on an Assignment and Transfer Agreement number 31 dated 30 July 1999,
PT Bank LTCB Central Asia assigned and transferred all its rights, title,
interest and benefit under the Credit Agreement II to the Seller.
D. The total outstanding under the Facility I & II as follows:
Facility I (calculated up to 30 March 2000):
Principal - For Short Term Advance US$2,593,000.00
For Term Loan US$ 318,308.35
Overdue Interest - For Short Term Advance
& Term Loan US$1,160,939.25
Facility II (calculated up to 31 July 1999):
Principal : For Term Loan US$1,204,876.00
For Demand Loan US$ 500,000.00
Overdue Interest : For Term Loan &
Demand Loan US$865,382.61
D. The Seller intends to sell to the Purchaser, and the Pro'chaser intends to
purchase from the Seller all rights, titles, and interests in the Credit
Agreement I & II ("Rights") on the terms and conditions set out in this
Agreement and in an assignment agreement ("Assignment Agreement") to be
made between the Seller and the Purchaser on or about the date of this
Agreement.
NOW THEREFORE, the Parties agree as follows:
1. The Purchaser hereby agrees to purchase from the Seller, and the Seller
hereby agrees to sell to the Purchaser, the Rights. The transfer of the
Rights to the Purchaser shall be effected in accordance with the terms of
the Assignment Agreement.
2. The Seller and the Purchaser agree that notwithstanding anything to the
contrary m this Agreement and the Assignment Agreement, the transfer of the
Rights to the Purchaser shall not be effective until full payment by the
Purchaser of the purchase price in the manner contemplated by paragraphs 2
and 3 of this Agreement and the delivery of all Transaction Documents (as
defined in the Assignment Agreement).
3. In the event the Purchaser fails to fulfil the payment in such manner, this
Agreement and the Assignment Agreement shall automatically be null and
void, and all payments which has been made under this Agreement shall not
be refundable and shall be calculated as payment of principal under the
Credit Agreement I & II.
4. In the event the Purchaser has fulfilled the payment under this Agreement
and the Seller fails to delivery the Transaction Documents (as defmed in
the Assignment Agreement), this Agreement and the Assignment Agreement
shall be null and void, and all payments which has been made under this
Agreement shall be refundable in full within 7 days of notice of demand
from the Purchaser.
The Parties agree that the purchase price for the sale and purchase of the
Rights is US$1,075,000 (United States Dollars one million seventy five
thousand) which shall be paid by the Purchaser as follows:
Payment Payment Date Amount
-------- ------------- --------
Up front/ Payable within 7(seven) days after the US$107,500
Down Payment date of this Agreement.
Final Payment 90 days after the date of this agreement. USD967,500
5. All payments of purchase price as referred to in Clause 3 '.above shall be
paid by the Purchaser to the Seller on each payment date as referred to in
Clause 3 m immediately available funds without any set off, counterclaim or
withholding of any nature to the following account:
Account Number: 000-0-000000
Bank: Chase Manhattan Bank, New York, USA
Beneficiary: PT. Rabobank Duta Indonesia
Quoting reference: payment of purchase price related to PT Randoetatah Cemerlang
6. Each the Seller and the Purchaser shall keep in confidence all information
concerning the other party, including but not limited to information in
connection with the Transaction Documents and all other information
obtained by it during the negotiation and carrying into effect of this
Agreement and, except with the prior written consent of the other party,
shall not disclose any of that information to any person other than:
(a) as required by law or Statute including reporting requirements to Bank
Indonesia Or tax authority or by the order of a court having
jurisdiction over the party;
(b) to employees of the party or a related corporation in order to
facilitate the transaction;
(c) to an independent adviser of the party to the extent required for the
adviser properly to advise the party;
(d) to a financial institution in connection with the application by the
party for financial accommodation relating to this Agreement;
(e) to an auditor of the party in order to make financial statement,
balance sheet and any other financial report of the party; and
(f) to any companies within the group ofRabobank Nederland by the Seller.
And upon receiving such information each party shall use its best
endeavours to ensure the confidentiality provisions under this clause.
7. This Agreement shall be governed by and construed by in accordance with the
laws Of the Republic of Indonesia.
8. For the implementation of this Agreement and all its consequences, the
Parties hereby select non-exclusive jurisdiction of the District Court of
South Dakota.
9. This Agreement may be executed in any number of counterparts and all of
those counterparts taken together constitute one and the same agreement.
IN WITNESS WHEREOF, the Parties have caused this A~eem~t to be executed as of
the date first mention above.
Raobank Duta Indonesia
Name:
Everbloom International Technology Pte Ltd
By
Name:
