SALES AND PURCHASE AGREEMENT
This Sale and Purchase Agreement ("Agreement") is made on 21 August 2000
between:
1. PT BANK PARIBAS-BBD Indonesia, a limited liability company established
under the laws of the Rpublic of Indonesia, having domicile at Jakarta,
Menara Mulia suite 1211, Jalan Gatot Xxxxxxx Kavling 9-11, in this
matter represented by Mr Xxxxxxx Maveyraud, in his capacity as
President Director ("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
("Purchaser").
(The Seller and the Purchaser hereinafter referred to collectively as the
"Parties").
WHEREAS:
A. Pursuant to Credit Agreement: Promissory Note Purchase Agreement and
Acknowledge of Indebtness number 42 dated 25 August 1992 made before
Notary Xxxxx Xxxxxxxxxx, Sarjana Hukum, in Jakarta (further such
agreement, together with any amendment, addendum, extension, renewal or
confirmation which made thereto, shall be referred to as the "Credit
Agreement") between the Seller as the Bank and PT Randhoetatah
Cemerlang as the Borrower, the Bank provided the Borrower with the
following facility:
* A Medium Term Loan in the principal amount of US$1,900,000.00 (United
States Dollars: One million and nine hundred thousand).
B. The total outstanding under the Facility (calculated up to 31 July 2000)
is as follows:
Principal : US$ 1,900,000.00
Overdue Interest : US$ 1,469,172.85
C. The Seller intends to sell to the Purchaser, and the Purchaser intends
to purchase from the Seller all rights, titles, and interests in the
Credit Agreement ("Rights") on the terms and conditions set out in this
Agreement and in an assignment ("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 in 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 refundable and shall be calculated as payment of (principal)
under the Credit Agreement
4. In the even the Purchaser fails to fulfil the payment under this
Agreement and the Seller fails to deliver the Transaction Documents (as
defined in the Assignment Agreement), this Agreement and the Assignment
shall be null and void, and all payment which has been made under this
Agreement shall be refundable in full within 7 days of notice of demand
form the Purchaser.
The Parties agrees that the purchase price for the sale and purchase of
the rights is US$437,000.00 (United Sates Dollars four hundred and
thirty seven thousand) which shall be paid by the Purchaser as follows:
Payment Date Amount
-------------------------- ---------------------------------- ----------------
Up front Payable on the signing of the US$ 43,700.00
agreement
-------------------------- ---------------------------------- ----------------
-------------------------- ---------------------------------- ----------------
Final Payment 90 days after the signing of the US$ 393,300.00
agreement, i.e. 20 November 2000.
-------------------------- ---------------------------------- ----------------
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 due as referred
to in Clause 3 in immediately available funds without any set off,
counterclaim or withholding of any nature of the following account:
Account Number : 001-006905, CHIP UID 313535
Bank : Chase Manhattam Bank, New York, USA
Beneficiary : PT. BANK PARIBAS-BBD Indonesia
Quoting reference : Payment of purchase price related to PT
Randhoetatah Cemerlang
6. The Seller and the Purchase 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 statue 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
facilities 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 institute 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 of Paribas by the Seller.
And upon receiving such information each party shall use its best
endeavors to ensure the confidentiality provision under this clause.
7. This Agreement shall be governed and constructed 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 Jakarta.
9. This Agreement may be executed in any counterparts and all of those
counterparts taken together constitute one and the same agreement
IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed as of
the date first mention above.
PT. BANK PARIBAS-BBD Indonesia Everbloom International
Technology Pte Ltd
Name : Mr Xxxxxxx Maveyraud Name : Xx Xxx Xxx Xxxxx
Title : President Director Title : Managing Director
Name : Xxxxxx Xxx
Title : Company Secretary
