FUND MANAGEMENT AGREEMENT.
THIS INVESTMENT LOAN AGREEMENT made on the 6th day of August 2025.
between SHEIKH ZAYED INVESTMENTS AND LOAN COMPANY, of Building 312,
Road 1536, Block 951 Askar, Kingdom of Bahrain A corporation incorporated
under the laws of BAHRAIN and QATAR. hereinafter referred to as the LENDER.
AND
DESWAN HARDJO PUTRA of Address: Jl. Bangau II No. 34, Jambi City,
Indonesia. hereinafter referred to as the BORROWER.
A corporation incorporated under the laws of Indonesia.
WHEREAS the parties have agreed that, upon and subject to the terms and conditions contained
herein, the LENDER will advance by way of loan to the BORROWER , and the BORROWER
will borrow, the sum of INITIAL FIVE MILLION UNITED STATES DOLLARS ONLY
(US$5,000,000.00)
NOW THEREFORE THIS AGREEMENT WITNESSES that, in consideration of mutual
covenants and agreements contained herein and other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged by each of the parties hereto, the
parties hereby covenant and agree as follows:
ARTICLE 1 - INTERPRETATION
1.1 Definition. In this loan Agreement, unless the context otherwise requires, the following
words and phrases shall have the meanings set out below, respectively:
“LENDER” is the party that provides the funds to the Borrower.
“Borrower” is the entity that receives and uses the funds, committing to repay the LENDER as
per the terms outlined in the Investment Loan Agreement.
LENDER BORROWER
FUND MANAGEMENT AGREEMENT.
“Guarantor” is the insurance company that agrees to accept responsibility for the debt in the
unlikely event that the Borrower defaults.
"Advance” means the advance of the loan as committed funds in a single draw down.
"Loan Documents” means the Investment Loan Agreement, the Security Agreement the
Guarantee and any other documents to be executed and/or delivered by the BORROWER .
"Currency" means all dollar amounts referred to in this loan Agreement are in the United
States Dollars..
“Security” is provided under the insurance wrap policy procured from the insurance company,
referred to as the INSURER, enabling the INSURER to act as Guarantor of the Loan Agreement.
“Insurance Wrap Policy” is a type of insurance that provides coverage for the loan funds, such
as a portfolio of investments. The fee associated with this policy is the Insurance Wrap Policy
Fee which shall be paid by the BORROWER after notarization of the loan document..
"Headings" the division of this Investment Agreement into Articles and Sections and the
insertions of headings are for convenience of reference only and shall not affect the construction
or interpretation of this Loan Agreement
ARTICLE 2 - LOAN
2:1 Loan: The LENDER has agreed to advance the sum of (US$5,000,000.00 (Five Million
United States Dollars only ) "(The Loan" by way of loan to the BORROWER upon and subject
to the conditions contained in this Loan Agreement. The LOAN FUNDS will be remitted into the
BORROWER designated bank account.
2.2 Repayment of Loan. The principal amount of the loan together with accrued interest shall be
repayable within a period of 10 Years counting from the date the LOAN FUNDS are advanced.
2.3 Interest. The loan shall bear interest at the rate of 3% per annum payable monthly after a
grace period of 2 years counting from the date the LOAN FUNDS are advanced.
2.4 Interest. All the funds spent by the BORROWER on the cause of the loan fund transaction,
shall be deducted from the interest when closing the loan transaction.
2.5 Security. The BORROWER shall procure an I Collateral Protection Insurance (CPI) as
Security to the LOAN FUNDS from our INSURER. It acts as Security to the FUND hence the
BORROWER is not required to provide collateral due the fact that he or she is an international
client that does not reside here in QATAR or BAHRAIN.
LENDER BORROWER
FUND MANAGEMENT AGREEMENT.
2.6 The name of the INSURER is BAHRAIN KUWAIT INSURANCE COMPANY. The cost
of the insurance policy shall be ($8,420, Eight Thousand Four Hundred and twenty United States
Dollars) and the policy will be the only collateral/security to the LOAN FUNDS.
2.7 The Collateral Protection Insurance (CPI) Fee shall be paid directly to the Insurance
Mandate Holder account provided by the LENDER (BAHRAIN KUWAIT INSURANCE
COMPANY) to facilitate the procurement of the insurance wrap policy on the behalf of the
BORROWER.
2.8 The loan funds and its interest shall be remitted into our bank account with
Qatar national bank during balloon payment and the annual interest after the
grace period of two years. Below are the account details.
ACCOUNT NAME SHEIKH ZAYED INVESTMENTS AND LOAN
ACCOUNT NUMBER 117998809200011
IBAN NO QNBAQAQA7300300117998809200011
SWIFT CODE QNBAQAQA
BANK NAME QATAR NATIONAL BANK
BANK ADDRESS QATAR NATIONAL BUILDING, AL
CONICHE STREET, DOHA, QATAR
AUTHORIZED
RECEIVER ADDRESS 12 AL CORNICHE STREET, # 900, ZONE
NUMBER 06, OFF SALWA ROAD, DOHA, QATAR
ARTICLE 3- REPRESENTATIONS AND WARRANTIES
The BORROWER hereby represents and warrants to the LENDER as follows, and
acknowledges and confirms that the LENDER is relying on such representations and warranties
in connection with the Loan
3.1 Corporate Status. The BORROWER was incorporated under the laws of Indonesia and has
not been dissolved.
3.2 Corporate Power. The BORROWER has all the requisite corporate power and capacity to
own or lease its property, to carry on its business, to enter into and complete this Loan
transaction.
3.3 Corporate Authorization. The execution and delivery of each of the loan Documents by the
BORROWER and the completion of this transaction provided for herein, have been duly
authorized by all necessary corporate action and proceedings of the BORROWER .
LENDER BORROWER
FUND MANAGEMENT AGREEMENT.
3.4 No Contravention. The execution and delivery of the Loan Documents and the performance
by the BORROWER of its obligations there under will not result in the violation of any
indenture or other agreement, written or oral, to which the Borrower is a party or which it is
bound.
3.5. Enforceability. This LOAN Agreement and other loan Documents have been duly executed
and delivered by the BORROWER and constitute legal, valid and binding obligations of the
LENDER enforceable against the BORROWER in accordance with their respective terms and
subject only to any limitation under applicable laws relating to bankruptcy, insolvency,
arrangement or creditors' right generally, and the discretion that a court may exercise in the
granting of equitable remedies
3.6 Title of Assets. The property and assets ("other than leased assets") of the BORROWER are
beneficially owned by it, with good and marketable title thereto, free and clear of any mortgages,
charges, pledges, assignments, liens, security interests or encumbrances whatsoever.
ARTICLE 4 INDEMNITIES
The BORROWER agrees at all times, whether during or after the transaction period to
indemnify the LENDER and each relevant party and their respective shareholders, affiliates,
directors, officers, agents and employees (The indemnities) from and against all costs, expenses,
liabilities payments, losses, charges, claims charges, demands, actions, proceedings, penalties,
fines, damages, judgments and other costs
ARTICLE 5 COVENANTS So long as the Loan or any part thereof remains
outstanding, the BORROWER covenants and agrees with the LENDER as follows:
5.1 Existence. The LENDER will preserve and maintain its existence and its power and capacity
to own or lease its property and assets and carry on its business.
5.2 Conduct of Business. The BORROWER shall do or cause to be done all things necessary or
desirable to maintain its existence, to maintain its power and capacity to own its properties and
assets and to carry on its business in a commercially reasonable manner in accordance with
normal industry standards.
5.3 Punctual Payment. The BORROWER shall pay or cause to be paid all obligations falling
due hereunder on the dates and in the manner specified herein
5.4 Compliance with Applicable Laws and Contracts.
The BORROWER shall comply in all material respects with the requirements of all Applicable
laws, and all obligations Contravened, could give rise to a Lien over any of the BORROWER ’S
assets and all contracts to which it is bound, non-compliance with which would singly or in the
LENDER BORROWER
FUND MANAGEMENT AGREEMENT.
aggregate, have a material adverse effect upon its business or upon the ability of the
BORROWER to perform its obligations under any Loan Agreement to which is a party
ARTICLE 6 CONDITIONS PRECEDENT
6.1 Conditions of Advance. The obligations of the LENDER to make available the advance to
the BORROWER are subject to compliance, with each of the following conditions precedent,
which conditions precedent are for the sole and exclusive benefit the LENDER and may be
waived in writing by the LENDER in its sole discretion:
(a) The representations and warranties set out in Article 6 shall be true and correct on the date of
the Advance as if made on and as of such date:
(b) The BORROWER shall have delivered the loan Documents to the LENDER.
(c) The LENDER shall have received an opinion of the BORROWER 'S counsel that the Loan
Documents have been duly executed and delivered and are enforceable against the BORROWER
in accordance with their terms
(d) The LENDER shall have received a certificate of insurance from the BORROWER 'S
insurer showing the LENDER as just loss payee:
(e) Copy of guarantor's driver's license or passport
ARTICLE 7- EVENTS OF DEFAULT
7.1 Events of Default. The occurrence of the following events shall constitute an Event of
Default
(a) Default by the BORROWER , in payment of money to the LENDER unless such default is
remedied within 5 Business Days of the receipt of the notice
(b) Default by the BORROWER in the performance or observance of any covenant, condition
or obligation contained in any agreement between theBORROWER and the LENDER in this
Investment Agreement
(c) The BORROWER commits or threatens to commit any act of bankruptcy pursuant to or set
out under the provisions of the Bankruptcy and Insolvency Act.
7.2 Remedies upon Default. Upon the occurrence of any event of Default, the LENDER may:
(a) Declare all entire principal amount and interest to be immediately due and payable.
(b) Realize upon all or part of the security: and
LENDER BORROWER
FUND MANAGEMENT AGREEMENT.
(c) Take such actions and commence such proceedings as may be permitted at Law or in equity,
(Whether not provided for herein or in the Central Security Agreement) at such times and in such
manner as the INVESTOR in its sole discretion may consider expedient.
ARTICLE 8- GENERAL PROVISIONS
8.1 Reliance and Non Merger. All covenants, agreements, representations and warranties of the
BORROWER made herein or in another Loan Document are material shall be deemed to have
been relied upon by the Lender notwithstanding any investigation
8.2 Notices. Any notice or other communication to be given hereunder to any of the parties
hereto shall be in writing and may be given by delivery, or by other means of electronic
communication, or if postal services and deliveries are then operating, may be sent to the
addresses set out below
8.3 Proper Law. This Loan Agreement shall be construed in accordance with and governed in all
respects by the Laws of Bahrain and QATAR.
8.4 Successors and Assigns. This Loan Agreement shall be binding upon the parties and their
respective successors and assigns.
8.5 Further Assurances. Whether before or after the happening of an event of default, the
BORROWER shall at its own expense do, make execute or deliver, or cause to be done made,
executed or delivered by other persons, all such further acts, documents and things in connection
with the loan and the loan documents as the LENDER may reasonably require from time to time
for the purpose of giving effect to the loan document including without limitation for the purpose
of facilitating the enforcement of the security, all immediately upon the request of the LENDER
.
8.6 Counterparts. This Agreement may be executed in counterparts, each of which when
executed and delivered shall be deemed to be an original and such counterpart together shall
constitute one and the same Agreement.
IN WITNESS WHEREOF, the parties have duly executed this Loan Agreement as of the date
first written above.
LENDER BORROWER
FUND MANAGEMENT AGREEMENT.
To the LENDER, at: To the BORROWER , at: ………………………
HAMMAM AL-RAWI Mr. Deswan Hardjo Putra
Group Managing Director
LENDER BORROWER