ASSIGNMENT OF INSURANCE PROCEEDS

Nomor:

On this day, [ ] dated [ ];

Appears before me, [ ] Notary in [.........], in the presence of witnesses known to me, Notary and whose names will be mentioned at the end of this deed:

1. -Mister [ ] residing in [ ], being the holder of Identity Card (KTP) Number[ ];.

-according to his statement in this matter acting herein as [ ]of and as such for and on behalf of the limited liability company: "ABC", a company duly organized and existing under the laws of the Republic of ________, having its domicile in [__________________], whose Articles of Association have been amended several times and most recently published in Supplement Number [________] to the State Gazette of the Republic of [__________] Number [_____________] dated ___________ (hereinafter referred to as the "Assignor");

2. -Mister [ ], residing in [ ], having his office at [ ] , being the holder of [Identify Card] [ Passport] Number [ ];

-according to his statement in this matter acting herein in his capacity as the attorney pursuant to a power of attorney dated the [ ] and as such for and on behalf of BBB BANK, a corporation duly organised and existing under the laws of ____________, acting through its ___________ Branch, and having its office at _____________, (hereinafter referred to as “BBB Bank”).

3. -Mister [ ], residing in [ ], having his office at [ ], being the holder of [Identify Card] [ Passport] Number [ ];

-according to his statement in this matter acting herein in his capacity as the attorney pursuant to a power of attorney dated the [ ] and as such for and on behalf of BHF-BANK, a corporation duly organized and existing under the laws of ________, acting through its ___________ Branch, and having its office at ____________ (hereinafter referred to as “BHF-BANK”).

4. -Mister [ ], residing in [ ], having his office at [ ], being the holder of [Identify Card] [ Passport] Number [ ];

-according to his statement in this matter acting herein in his capacity as the attorney pursuant to a power of attorney dated the [ ] and as such for and on behalf of BP BANK, a corporation duly organized and existing under the laws of _________, acting through its ____________, and having its office at ________________(hereinafter referred to as “BP Bank”).

5. -Mister [ ], residing in [ ] , having his office at [ ], being the holder of [Identify Card] [ Passport] Number [ ];

-according to his statement in this matter acting herein in his capacity as the attorney pursuant to a power of attorney dated the `[ ] and as such for and on behalf of ___________, a corporation duly organized and existing under the laws of __________, and having its registered office at ___________ (hereinafter referred to as “OCBC”).

6. -Mister [ ], residing in [ ], having his office at [ ], being the holder of [Identify Card] [ Passport] Number [ ];

-according to his statement in this matter acting herein in his capacity as the attorney pursuant to a power of attorney dated the [ ] and as such for and on behalf of ___________, a corporation duly organised and existing under the laws of _____________, acting through its _____________ Branch, and having its office at ___________________ (hereinafter referred to as “SW BANK”).

7. -Mister [ ], residing in [ ], having his office at [ ], being the holder of [Identify Card] [ Passport] Number [ ];

-according to his statement in this matter acting herein in his capacity as the attorney pursuant to a power of attorney dated the [ ] and as such for and on behalf of ______________, a corporation duly organised and existing under the laws of _______, acting through its _________ Branch, and having its office at _________________(hereinafter referred to as “BFCE”).

8. -Mister [ ], residing in [ ] , having his office at [ ] , being the holder of [Identify Card] [ Passport] Number [ ];

-according to his statement in this matter acting herein in his capacity as the attorney pursuant to a power of attorney dated the [ ] and as such for and on behalf of _____________, a corporation duly organised and existing under the laws of __________, acting through its ________ Branch, and having its office at _________________ (hereinafter referred to as “MTB BANK”).

9. -Mister [ ], residing in [ ], having his office at [ ], being the holder of [Identify Card] [ Passport] Number [ ];

-according to his statement in this matter acting herein in his capacity as the attorney pursuant to a power of attorney dated the [ ] and as such for and on behalf of ____________, a corporation duly organised and existing under the laws of _________, acting through its __________ Branch, and having its office at _____________ (hereinafter referred to as “NDLG”).

10. -Mister [ ], residing in [ ], having his office at [ ], being the holder of [Identify Card] [ Passport] Number [ ];

-according to his statement in this matter acting herein in his capacity as the attorney pursuant to a power of attorney dated the [ ] and as such for and on behalf of ____________, an Indonesian State Bank, duly established and existing under the laws of __________, acting through its ___________ Branch, and having its office at 16 ___________________ (herein after referred to “Exim”)

11. Mister [ ], residing in [ ], having his office at [ ], being the holder of [Identify Card] [ Passport] Number [ ];

according to his statement in this matter acting herein in his capacity as the attorney pursuant to a power of attorney dated [ ] and as such for and on behalf of ____________, a corporation duly organised and existing under the laws of __________, acting through its ________Branch, and having its office at _________ (hereinafter referred to as “BNP”).

12. -Mister [ ], residing in [ ], having his office at [ ], being the holder of [Identify Card] [ Passport] Number [ ];

-according to his statement in this matter acting herein in his capacity as the attorney pursuant to a power of attorney dated the [ ] and as such for and on behalf of ____________, a corporation duly organised and existing under the laws of _________, acting through its _________Branch , and having its office at __________ (hereinafter referred to as “DDD BANK”).

-The appearers are known to me, Notary.

-The appearers acting in their abovementioned capacity hereby first declare:

WHEREAS

A. By a Letter of Offer (the “BBB Bank Facility Letter”) dated [ ] from BBB Bank, as bank, to the Assignor, as borrower, the terms and conditions of which have been duly accepted by the Assignor on [ ], BBB Bank has agreed to make available to the Assignor a facility in the aggregate principal amount of up to US$[ ] whereby BBB Bank will upon the terms and conditions set out in the BBB Bank Facility Letter grant to the Assignor (a) a three year term loan .facility in the aggregate principal amount of US$_____________ and (b) a trade financing facility in the aggregate amount of US$________.

B. By a letter of Offer (the “BHF-BANK Facility Letter”) dated [ ] from BHF-BANK, as bank, to the Assignor, as borrower, the terms and conditions of which have been duly accepted by the Assignor on [ ], BHF-BANK has agreed to make available to the Assignor a credit facility in the aggregate principal amount of up to US$[ ] whereby BHF-BANK will upon the terms and conditions set out in the BHF-BANK Facility Letter grant to the Assignor (a) a three year term loan .facility in the aggregate principal amount of US$_____________;and (b) a trade financing facility in the aggregate amount of US$________.

C. By a Letter of Offer (the “BP Bank Facility Letter”) dated [ ] from BP Bank, as bank, to the Assignor, as borrower, the terms and conditions of which have been duly accepted by the Assignor on [ ], BP Bank has agreed to make available to the Assignor a Term Loan Facility in the aggregate principal amount of up to US$[ ] whereby BP Bank will upon the terms and conditions set out in the BP Bank Facility Letter grant to the Assignor (a) a three year term loan facilities in the aggregate principal amount of US$_____________ and (b) a trade financing facility in the aggregate amount of US$____________.

D. Pursuant to a Letter of Offer (the “OCBC Facility Letter”) which expression shall include the OCBC Facility Agreement hereinafter mentioned) dated [ ] from OCBC, as bank, to the Assignor, as borrower, the terms and conditions of which have been duly accepted by the Assignor on [ ], OCBC has agreed to make available to the Assignor a credit facility in the aggregate principal amount of up to the equivalent of US$[ ] whereby OCBC will upon terms and conditions set out in the OCBC Facility Letter grant to the Assignor (a) a three year term loan facility in the aggregate principal amount of US$_____________ and (b) a trade financing facility in the aggregate amount of US$____________.

E. By a Letter of Offer (the “SW BANK Facility Letter”) dated [ ] from SW BANK, as bank, to the Assignor, as borrower, the terms and conditions of which have been duly accepted by the Assignor on [.....], SW BANK has agreed to make available to the Assignor a Credit Facility in the aggregate principal amount of up to US$[ ] whereby SW BANK will upon the terms and conditions set out in the SW BANK Facility Letter grant to the Assignor (a) a three year term loan facility in the aggregate principal amount of US$_____________ and (b) trade a financing facility in the aggregate amount of US$_______________.

F. By a Letter of Offer (the “BFCE Facility Letter”) dated [ ] from BFCE, as bank, to the Assignor, as borrower, the terms and conditions of which have been duly accepted by the Assignor on [ ], BFCE has agreed to make available to the Assignor a Credit Facility in the aggregate principal amount of up to US$ [_________ ] whereby BFCE will upon the terms and conditions set out in the BFCE Facility Letter grant to the Assignor (a) a three year term loan facility in the aggregate principal amount of US$_____________ and (b) a trade financing facility in the aggregate amount of US$____________.

G. By a Letter of Offer (the “MTB BANK Facility Letter”) dated [ ] from MTB BANK, as bank, to the Assignor, as borrower, the terms and conditions of which have been duly accepted by the Assignor on [ ], MTB BANK has agreed to make available to the Assignor a Credit Facility in the aggregate principal amount of up to US$[ ] whereby MTB BANK wil upon the terms and conditions set out in the MTB BANK Facility Letter grant to the Assignor (a) a three year term loan facility in the aggregate principal amount of US$______________ and (b) a trade a financing facility in the aggregate amount of US$__________________.

H. By a Letter of Offer (the “NDLG Facility Letter”) dated [ ] from NDLG, as bank, to the Assignor, as borrower, the terms and conditions of which have been duly accepted by the Assignor on [ ], NDLG has agreed to make available to the Assignor a Credit Facility in the aggregate principal amount of up to US$[ ] whereby NDLG will upon the terms and conditions set out in the NDLG Facility Letter grant to the Assignor (a) a three year term loan facility in the aggregate principal amount of US$________________ and (b) a trade financing facility in the aggregate amount of US$__________________.

I. By a Letter of Offer (the “EXIM Facility Letter”) dated [ ] from EXIM, as bank, to the Assignor, as borrower, the terms and conditions of which have been duly accepted by the Assignor on [ ], EXIM has agreed to make available to the Assignor a Credit Facility in the aggregate principal amount of up to US$[ ] whereby EXIM will upon the terms and conditions set out in the EXIM Facility Letter grant to the Assignor (a) a three year term loan facility in the aggregate principal amount of US$_______________ and (b) a trade financing facility in the aggregate amount of US$________________.

J. By a Letter of Offer (the “BNP Facility Letter”) dated [ ] from BNP, as bank, to the Assignor, as borrower, the terms and conditions of which have been duly accepted by the Assignor on [ ], BNP has agreed to make available to the Assignor a Term Loan Facility in the aggregate principal amount of up to US$[ ] whereby BNP will upon the terms and conditions set out in the BNP Facility Letter grant to the Assignor (a) a three year term loan facility in the aggregate principal amount of US$_____________ and (b) a trade financing facility in the aggregate amount of US$____________.

K. By a Letter of Offer (the “Deutsche Bank Facility Letter”) dated [ ] from DDD BANK, as bank, to the Assignor, as borrower, the terms and conditions of which have been duly accepted by the Assignor on [ ], DDD BANK has agreed to make available to the Assignor a Term Loan Facility in the aggregate principal amount of up to US$[ ] whereby DDD BANK will upon the terms and conditions set out in the DDD BANK Facility Letter grant to the Assignor (a) a three year term loan facility in the aggregate principal amount of US$_____________ and (b) a trade financing facility in the aggregate amount of US$____________.

L. The obligations of BBB Bank, BHF-BANK, BP Bank, OCBC, SW BANK, BFCE, MTB BANK, NDLG, EXIM, BNP and DDD BANK respectively (hereinafter collectively referred to as the "Lenders" and each as a "Lender") under or in connection with respectively the BBB Bank Facility Letter, the BHF-BANK Facility Letter, the BP Bank Facility Letter, the OCBC Facility Letter, the SW BANK Facility Letter, the BFCE Facility Letter, the MTB BANK Facility Letter, the NDLG Facility Letter, the EXIM Facility Letter, the BNP Facility Letter and the DDD BANK Facility Letter (hereinafter collectively referred to as the "Facility Letters" and each as a "Facility Letter" which expressions shall include any variations of the respective Facility Letters from time to time, subject always to Article 3.1 of the Security Sharing Deed entered into by and between the parties hereto on the date hereof) are conditional upon receipt by each of the Lenders, in form and substance satisfactory to each of the Lenders, of, inter alia, this Assignment duly executed by the Assignor.

ARTICLE 1

GRANT OF ASSIGNMENT

As collateral security for the punctual payment when due (whether at stated maturity, by acceleration, or otherwise) of all amounts (whether principal, interest, fee or otherwise) which are or at any time may be or become due from or owing by the Assignor to the Lenders (or any of them), whether actually or contingently, under or in connection with, or which the Assignor has covenanted to pay or discharge to the Lenders (or any of them) under or pursuant to the respective three year term loan facilities under and as described in the Facility Letters (the "Secured Obligations"), the Assignor hereby assigns and transfers to the Lenders jointly and severally all of the right, title, interest and benefit of the Assignor (including, without limitation, the right to receive all proceeds, returns of premiums and other amounts payable to or at the direction of the Assignor and the right to bring any action, claim or proceeding and to receive damages and any claims awards and judgments made or given) under, in and to all existing and future policies and contracts of insurance and any reinsurance relating thereto which have been or from time to time are taken out by the Assignor or by any other party on behalf of the Assignor (such policies and contracts of insurance and reinsurance and any other policies and contracts extending, renewing or replacing such policies and contracts being herein collectively referred to as the "Insurance Policies") in relation to the Assignor's plant at _______________ including all plant, machinery, fixtures, fittings, equipment, improvements and additions now or hereafter affixed to or forming part of or otherwise located on the said plant (hereinafter collectively referred to as the "Plant").

The rights of each of the Lenders under this Assignment are joint and several. Failure of any Lender to perform its obligations under this Assignment shall neither:

(i) result in any other Lender incurring any liability whatsoever; nor

(ii) relieve the Assignor from any of its obligations under this Assignment.

The aggregate of the amount secured to each Lender under this Assignment at any time is a separate and independent debt and each Lender shall have the right to protect and enforce its rights hereunder and it shall not be necessary for any other Lender to be joined as an additional party in any proceedings to this end.

ARTICLE 2

REPRESENTATIONS AND WARRANTIES

2.1 The Assignor hereby represents and warrants to the Lenders jointly

and severally:

(a) that it has not transferred, assigned, pledged or otherwise encumbered and will not agree, conditionally or unconditionally, to transfer, assign, pledge or otherwise encumber at any time prior to payment in full of the Secured Obligations any of its right, title or interest in or to benefit under any or all of the Insurance Policies to anyone than the Lenders;

(b) that until the Secured Obligations have been paid in full the Insurance Policies are and will be and remain in full force and effect and or will enclosed in accordance with their terms and that no default exists or will exist thereunder;

(c) that all existing Insurance Policies taken out by or on behalf of the Assignor commencing as of the date of this Assignment shall name each of the Lenders as loss payees or beneficiaries (except in the case of third party liabity insurance), shall contain a clause providing that the insurer concerned cannot vary any of the terms in the Insurance Policies or terminate such Insurance Policies without giving the Assignor and each of the Lenders at least four (4) weeks prior written notice of termination;

(d) that the Assignor is fully entitled to the benefit of the Insurance Policies and no other person nor party has or shares any right, title or interest whatsoever thereto or therein;

(e) that all information hereto for, herein or hereafter supplied to the Lenders by or on behalf of the Assignor with respect to any of the Insurance Policies is true and correct in all respect; and

(f) that the terms of any Insurance Policy replacing and existing Insurance Policy shall be at least as beneficial to the Assignor and each of the Lenders as the terms of the Insurance Policy being replaced.

2.2 The security created by this Assignment:

(a) shall constitute and be a continuing security notwithstanding any intermediate settlement of account or reduction or repayment of the Secured Obligations for the time being owing or any other matter or thing whatsoever; and

(b) 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 to which any of the Lenders may be otherwise entitled; and

(c) shall be automatically reinstated if, for any reason, any payment by or on behalf of the Assignor or any other person under the Facility Letters or any the securities required thereunder shall be rescinded or must otherwise be restored, whether as a result of any proceedings in bankruptcy or reorganization or the like or otherwise.

2.3 The Assignor hereby confirms that any of the Lenders may at any time, or from time to time, in its discretion, vary or amend the terms of its Facility Letter and any of the said securities and any and all other documents executed pursuant thereto for the purpose of adding any provisions or changing in any manner the rights thereunder of any or all of the parties thereto and all moneys and liabilities owing by the Assignor to such Lender under such varied or amended terms and provisions shall remain secured hereby Provided that, as between the Lenders only, the rights of the Lenders to make any such amendment shall be governed by the provisions of the Security Sharing Deed executed by the parties hereto in conjunction with this Assginment.

ARTICLE 3

COVENANTS

The Assignor hereby covenants with Lenders jointly and severally that:

(a) it will do or permit to be done each and every act or thing and deliver each and every document or instrument which the Lenders may from time to time require to be done for the purpose of enforcing the rights of the Lenders under this Assignment and the Insurance Policies; without limitation to the foregoing, it shall procure that all parties who effect insurance for its benefit assign such insurance to the Lenders jointly and severally on the same terms and conditions as this Assignment; all policies of insurance issued in respect of such insurance shall be deemed to be included as Insurance Policies for the purposes of this Assignment;

(b) it will not, without the prior written consent of the Lenders, (i) agree to any material variation, modification or amendment of the Insurance Policies provided that any reduction in the amounts payable or recoverable under any such insurance policy shall be deemed to be material; or (ii) release any insurer, broker, underwriter, reinsurer or other obligor under any of the Insurance Policies from any obligations under or waive any breach of the Insurance Policies; or (iii) consent to any such act or omission by any such insurer, broker, underwriter, reinsurer or other obligor which would otherwise constitute such breach; or (iv) settle or compromise any claim arising out of the Insurance Policies;

(c) it will not further assign, pledge or otherwise encumber any of its rights, title or interest in and under the Insurance Policies;

(d) it will give to each insurer, broker, underwriter and reinsurer which is a party to any of the Insurance Policies immediately after the date hereof, or upon issue of an Insurance Policy if occurring after the date hereof, a Notice of Assignment in the form of Annexure 1 hereto and shall promptly obtain and furnish to each of the Lenders written acknowledgement of and consent to the terms of this Assignment in form acceptable to the Lenders from each such insurer, broker, underwriter, reinsurer and obligor;

(e) it will pay when due all premiums payable under each of the Insurance Policies and will otherwise fully comply with all of the terms and conditions of each of the Insurance Policies, and in the event that any premium payable under any insurance is paid by the Lenders pursuant to paragraph 2 of Article 4 hereof, the Assignor shall immediately on demand reimburse and indemnify the Lenders therefor; and

(f) all Insurances Policies which are hereinafter taken out by or on behalf of the Assignor shall name the Lenders as additional loss payees and beneficiaries (except in the case of third party liabity insurance), shall contain a clause providing that the insurer concerned cannot terminate such Insurance Policies wihtout giving the Assignor and each or the Lenders at least four weeks prior written notice of termination and a waiver of each insurer’s right of subrogation against the Lenders and shall be delivered to the Lenders immediately upon issuance;

(g) it will comply with all laws, decrees, regulations and ordinances relating to or affecting the Insurance Policies and/or this Assignment;

(h) it will at all times fully cooperate with the Lenders (and the personnel and representatives of the Lenders) in order to ensure that each of the Lenders may exercise and give full effect to and obtain the full benefit of all of the rights, interest and benefits herein granted to the Lenders.

ARTICLE 4

ASSIGNOR REMAINS LIABLE

Notwithstanding anything contained herein to the contrary, the Assignor shall remain liable under the Insurance Policies to observe and perform all of the conditions and obligations therein provided to be observed and performed by it. The Lenders shall not have any obligation or liability under any of the Insurance Policies by reason of or arising out of this Assignment, nor shall the Lenders be required or obligated in any manner to observe or perform any of the conditions or obligations of the Assignor under or pursuant to the Insurance Policies, or to make any payment, or to make any inquiry as to the nature or sufficiency of any payment received by it, or to present or make any claim, or to take any action to collect any moneys or enforce any rights and benefits hereby assigned to the Lenders or to which they may at any time be entitled hereunder.

The Lenders are hereby authorized to pay premiums due under any of the Insurance Policies, it being understood that the Lenders shall not have any obligation whatsoever to do so.

The Lenders agree that until the occurrence of any default by the Assignor in the due and punctual performance and observance by the Assignor of any of the Secured Obligations (each such default being hereinafter referred to as an "Event of Default" which term when used herein shall also be deemed to include any other event of default as defined in any of the Facility Letters), the Assignor shall continue, subject to the terms and conditions of this Assignment, to be entitled to exercise all rights which the Assignor may otherwise have under the Insurance Policies, other than the right to receive proceeds

and returns of premiums payable thereunder.

ARTICLE 5

APPLICATION OF INSURANCE PROCEEDS

All moneys received by the Lenders pursuant to this Assignment shall be held by the Lenders to pay (or retain as security for payment), FIRST all costs, charges and expenses of whatever nature incurred by the Lenders (or any of them) in or incidental to the administration and enforcement of this Assignment, the Facility Letters and the Insurance Policies hereby assigned, SECONDLY, in or towards satisfaction of the Secured Obligations and THIRDLY, the balance (if any) remaining after satisfaction in full of the Secured Obligations shall be released to the Assignor at the cost of the Assignor, without any obligation on the Lenders to pay interest thereon.

Notwithstanding the realization by the Lenders of any amounts through the enforcement of this Assignment, the Assignor shall remain liable for the unpaid balance of all amounts due under any of the Facility Letters and this Assignment and shall remain liable to observe and perform all of the conditions and obligations provided to be observed and performed by the Assignor in respect of the Insurance Policies.

The Lenders shall not have any obligation or liability by reason of or arising out of this Assignment, and shall not be required or obligated in any manner to observe or perform any of the conditions or obligations of the Assignor relating to the Insurance Policies, or to make any payment, or to make any inquiry as to the nature or sufficiency of any payment received by the Assignor or any Lender, or to present or make any claim, or to take any action to collect any moneys or enforce any rights and benefits hereby assigned to the Lenders or to which it may at any time be entitled hereunder.

ARTICLE 6

POWER OF ATTORNEY

The Assignor hereby irrevocably appoints and constitutes the Lenders, jointly and severally, as the Assignor's true and lawful attorneys with right of substitution and full power (in the name of the Assignor or otherwise) to ask, require, demand, receive, compound and give acquittance of any and all moneys and claims for moneys due and to become due and all other claims under or arising out of the Insurance Policies, to endorse any cheques or other instruments or orders in connection therewith and to file any claims or to take any action or institute any proceedings which to the Lenders may appear necessary or desirable.

The power of attorney and all other powers and authorities granted herein are irrevocable, form an integral part of and are inseparable from each of the Facility Letters, which would not have been made without the said powers, and shall not terminate by reason of any of the occurrences mentioned in Articles 1813, 1814 and 1816 of the Indonesian Civil Code, or for any other reason.

The Lenders hereby agree to ratify and confirm all acts lawfully performed by each of the Lenders or its duly appointed representatives while acting or purporting to act as the Assignor's attorney‑in‑fact hereunder.

The Assignor hereby agrees to defend, indemnify and save harmless from time to time each of the Lenders upon demand from, against and in respect of any claim, cause of action, damage, liability or expense (including, without limitation, legal fees) which the Lenders (or any of them) may incur for any reason arising from or in connection with:-

(a) the existence or use of this Assignment or the right, title, interest and benefit assigned to the Lenders hereunder; or

(b) the actions or non-performance of the Assignor or any other interested party under or in respect of the Insurance Policies; or

(c) any claim of or by any third party claiming any right or title to or interest in or benefit under any or all the Insurance Policies.

Article 7

ADDITIONAL SECURITY

In addition to any other provisions of this Assignment, the Assignor agrees that at any time and from time to time upon the written request of the Lenders, the Assignor will, at its own expense properly and duly execute and deliver to the Lenders any and all such further instruments and documents as the Lenders (or any of them) may deem desirable in or for obtaining the full benefits of this Assignment and of the rights and powers herein granted.

Article 8

INVALIDITY

If any one or more of the provisions contained in this Assignment 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 Assignment 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.

ARTICLE 9

ASSIGNMENT

Subject to the provisions hereof, this Assignment and all the terms and conditions herein shall be binding upon and ensure to the benefit of the parties hereto and their respective legal representatives, successors, and permitted assigns (if any).

Each Lender may assign all or part of its rights or transfer all or part of its obligations under this Assignment to any person or persons. Any such assignee or transferee shall be and be treated as a party for all purposes to this Assignment and shall be entitled to the full benefit of this Assignment to the same extent as if it were an original party in respect of the rights and obligations assigned or transferred to it.

The Assignor shall not transfer, assign or otherwise dispose of any of

its rights or obligations under this Assignment without the prior written approval of all the Lenders.

ARTICLE 10

AMENDMENT

This Assignment may be amended only by the execution of a written document signed by all parties hereto.

ARTICLE 11

NON-WAIVER

The Assignor agrees and acknowledges that any failure or delay on the part of the Lenders (or any of them) in the implementation or exercise of any right, power or special privilege accorded by this Assignment shall not be construed as a forfeiture or waiver of such right, power or special privilege and the single or partial exercise thereof shall not preclude the further exercise of such rights, powers and special privileges. All rights, remedies and privileges stipulated in this Assignment, arising by law or otherwise shall be cumulative in nature and the exercise thereof shall not limit the exercise of any other rights, remedies and privileges accorded to any party.

ARTICLE 12

NOTICES

All notices required in connection with this Assignment shall be made in writing and delivered by prepaid registered post or by telex or facsimile followed by prepaid registered post to the following addresses or to such other addresses as are notified by one party to the other in accordance with this Article:

The Lenders: BBB BANK (________ Branch)

Attention : _________ r

Facsimile :______________

BP BANK

(_________ Branch)

Attention: Mr. __________

Facsimile: _______________

BHF‑BANK

(______ Branch)

Attention: _________

Facsimile: ___________________

OCBC

Attention: _________

Facsimile: ____________

SW BANK

(________________Branch)

Attention: Mr. __________

Facsimile: ________________

BFCE

(__________ Branch)

Attention: Ms __________

Facsimile: __________

MTB BANK

(__________ Branch)

Attention: Mr. __________________

Facsimile: __________

NDLG

(__________ Branch)

Attention: Mr. __________

Facsimile: __________

EXIM

Attention: Mr. __________

Facsimile: __________

BNP

Attention: __________

Facsimile: __________

DDD BANK

Attention: Mr. __________

Facsimile: __________

The Assignor: ABC

Attention: _________

Telex : __________

Facsimile : __________

ARTICLE 13

TERMINATION

The parties hereto agree that Articles 1266 and 1267 of the Indonesian Civil Code are hereby waived to the extent that they require a judicial order with respect to the termination of this Assignment.

ARTICLE 14

GOVERNING LAW AND JURISDICTION

This Assignment shall be governed by and interpreted in accordance with the laws of the Republic of Indonesia. For the implementation of this Assignment and all its consequences, the Assignor hereby elects general and permanent domicile at the Registrar's Office at the District Court in _________. Without limiting the foregoing, the Assignor further agrees that the Lenders may at their option submit any dispute which may arise in connection with this Assignment to any District Court in _________ or to any court in _________ or Singapore or any other country having jurisdiction over the Assignor's property.

In witness whereof

This deed has been drafted and executed, read and duly signed in Jakarta, on the day and date mentioned in the preamble of this deed, in the presence of _________ and _________ both are the employees of this Notary office and residing in Jakarta, as witnesses.

-After I, Notary, having been duly read out by me, to the witnesses, was signed immediately by the witnesses and me, notary.

-Done with

-The original of his deed has been signed properly.

-Issued as a true certified copy

NOTARIS

ANNEXURE 1

[LETTERHEAD OF ABC]

To: [Insurer]

[Address]

NOTICE OF ASSIGNMENT

ABC, as owner of a plant for the manufacturing of _________ at _________ (the "Plant") HEREBY GIVES NOTICE that by an Assignment of Insurance Proceeds dated , made by ABC in favour of BBB Bank, BHF Bank, BP Bank, OCBC, SW Bank, BFCE, The MTB Bank, NDLG, EXIM, BNP, and DDD BANK (collectively, the "Lenders") as security for certain financing facilities offered by each of the Lenders, ABC has assigned to the Lenders all of KI's right, title and interest under, in and to all insurances and reinsurances in respect of the Plant, including the insurance policy whereon this notice is endorsed.

Dated : , ___________

ABC

By

Name :

Title: President Director

Notice of and Consent to Assignment of

Insurance Proceeds is hereby acknowledged:

(Name of the insurance company)

By:

Name :

Title:

Date :