Acknowledgement of Indebtedness Sample (Purchase this doc, Text: 08118887270 (Whatsapp))

1. 1
ACKNOWLEDGEMENT OF INDEBTEDNESS
This Acknowledgment of Indebtedness (the “AOI”) is made on the ........ day of ........... of the
year .............., by and among:
(1) PT _______________, a company incorporated under the laws of the Republic of
Indonesia and having its registered office at ...............................................................,
in this matter is represented by ..............., in [his/her] capacity as.................. (“ A ”);
(2) PT _______________, a company incorporated under the laws of the Republic of
Indonesia and having its registered office at ..............................................................,
in this matter is represented by ................, in [his/her] capacity as..................(“ B ”);
(3) _______________, LTD, a company incorporated in Singapore with its registered
office at ......................................................, in this matter is represented by ...............,
in [his/her] capacity as ................................ (" C "); and
(4) _______________., LTD, a company incorporated under the laws of Japan and
having its registered office at ............................................................., in this matter is
represented by ............, in [his/her] capacity as ................... (“ D ”); and
(‘ A ‘, ‘ B ‘, ‘ C ‘ and ‘ D ‘ hereinafter collectively referred to as the “Parties”).
WHEREAS:
(A) ‘ D ‘ has issued certain guarantee in favour of the Bank (as defined and described in
the Deed of Counter Indemnity below) at the request of ‘ A ‘, ‘ B ‘ and ‘ C ‘ (TK Note :
The funds will initially be provided by PT _____________________ (“______”) and
then is expected to be replaced by a joint loan from _____ and _____ and we would
like the Counter Indemnity and this security package to continue to cover such
refinance. The current wording of the Counter Indemnity covers this point.);
(B) The Parties then have entered into a Deed of Counter Indemnity dated ......................
in which each of ‘ A ‘, ‘ B ‘ and ‘ C ‘ agree, among other things, to indemnify and hold
‘ D ‘ harmless against any liability under the Guarantee (as defined and described in
the Deed of Counter Indemnity), each on a several basis in respect of their
percentage share in PT ______________, a limited liability company established
under the laws of the Republic Indonesia (“KTH”);
(C) The Parties acknowledge and agree that at the date the Bank exercises its rights
under the Guarantee, ‘ A ‘, ‘ B ‘ and ‘ C ‘ will (TK Note : Their obligations to pay to ‘ D
‘ are several) have the obligation to pay and reimburse certain sums to ‘ D ‘ as
stipulated in the Deed of Counter Indemnity;
NOW, THEREFORE, in consideration of the abovementioned premises, the Parties hereby
agree as follows:

2. 2
1. Acknowledgement of Indebtedness
Each of ‘ A ‘, ‘ B ‘ and ‘ C ‘ hereby acknowledges, confirms and agrees that at the
date the Bank exercises its rights under the Guarantee, as will be notified by ‘ D ‘ in
writing, ‘ A ‘, ‘ B ‘ and ‘ C ‘ will collectively indebted to ‘ D ‘ an amount of
US$................. (........................United States Dollars) (TK Note : Under the Counter
Indemnity each of ‘ A ‘, ‘ B ‘ and ‘ C ‘ will have separate liability amounts based on
their KTH shareholdings, and there is no single amount for which they are jointly and
severally responsible. As we do not want to have three separate documents,
perhaps can we say something like “‘ A ‘, ‘ B ‘ and ‘ C ‘ collectively will be indebted to
‘ D ‘ for the amount of US$.............. ) or any other sums as will be determined and
calculated by ‘ D ‘ pursuant to the relevant provisions in the Deed of Counter
Indemnity (the “Indebtedness”).
2. Payment
Each of ‘ A ‘, ‘ B ‘ and ‘ C ‘, on a several basis in respect of its percentage share in
KTH, shall pay and reimburse in full to ‘ D ‘ the Indebtedness referred to in Article 1
hereof immediately on first demand from ‘ D ‘, together with interest on such sums (both
before and after judgment) from the date when such sums were first paid or incurred by
‘ D ‘ until payment of Indebtedness by each of ‘ A ‘, ‘ B ‘ and ‘ C ‘ in full, at the rate of
....... per cent per annum above the cost to ‘ D ‘ (as conclusively determined by ‘ D ‘) of
acquiring any necessary funds in such currency and manner as ‘ D ‘ may from time to
time decide.
3. Securityfor Indebtedness
3.1 To secure ‘ A ‘, ‘ B ‘ and ‘ C ‘ obligations to ‘ D ‘ under this AOI, it is agreed by the
Parties that ‘ A ‘ will provide and grant a fiduciary security over all of the shares in KTH
that ‘ A ‘ owns (the “Charged Shares”) in favour of ‘ D ‘. In this respect, ‘ A ‘ shall
execute and ‘ C ‘n the Deed of Fiduciary Security over the Charged Shares on the same
day this AOI is executed by the Parties. ‘ A ‘, ‘ B ‘ and ‘ C ‘ shall procure and provide
their assistance and efforts to ensure that all of the requirements under Indonesian laws
and regulations for the perfection of the fiduciary security over the shares are fully met
and satisfied and the certificate of fiduciary security over the Charged Shares is issued
to ‘ D ‘ by the relevant Fiduciary Registration Office.
3.2 ‘ A ‘, ‘ B ‘ and ‘ C ‘ shall procure KTH to record the fiduciary security over the Charged
Shares in KTH’s shares register and to incorporate an adequate annotation in the
relevant shares certificate(s) pertaining to the placement of fiduciary security within [5
(five)] business days as of the execution date of the Deed of Fiduciary Security over the
Charged Shares. ‘ A ‘ shall deliver and hand over the certificate of the Charged Shares
to ‘ D ‘ on the date the Fiduciary Security over the Charged Shares is ‘ C ‘ned.
3.2 If the security over the Charged Shares becomes enforceable, ‘ D ‘ shall have a
power of sale of the Charged Shares and shall be entitled to transfer all or any part of
the Charged Shares to a party de’ C ‘nated by ‘ D ‘ at their Fair Market Value (as
referred to in the Deed of Counter Indemnity) and apply the proceeds of sale in or
towards the discharge of the Indebtedness of ‘ A ‘, ‘ B ‘ and ‘ C ‘ (or any of them, at ‘
D ‘'s discretion) under this AOI. ‘ A ‘, ‘ B ‘ and ‘ C ‘ hereby irrevocably and
unconditionally agree and commit themselves to enter into a written agreement with ‘
D ‘ or its de’ C ‘nated party nominee pertaining to the enforcement of the fiduciary
security over the Charged Shares in such manner immediately after receiving written

3. 3
notice from ‘ D ‘ to do so.
3.3 Upon exercise of the power of sale by ‘ D ‘ each of ‘ A ‘, ‘ B ‘ and ‘ C ‘ shall procure
KTH to record the change of the shareholders in its shareholders registry and to
issue a new share certificate in favour of the new shareholder accordingly and cause
KTH to do all other things necessary to effect the sale and transfer of the Charged
Shares including but not limited to obtaining the Indonesian Investment Coordinating
Board (BKPM) approval, register at, notify or procure approvals from the Indonesian
Ministry of Law and Human Rights, Ministry of Forestry, Ministry of Trade and any
other government ministry or agency of any description.
4. GovernmentReport
Immediately after the Bank exercises its rights under the Guarantee and the
Indebtedness becomes due and payable to ‘ D ‘, ‘ A ‘ and ‘ B ‘ shall file the report of the
Indebtedness with Bank Indonesia, the Ministry of Finance and the Team for
Offshore Commercial Loan (PKLN Team) in a timely manner as required under
Indonesian laws and regulations. Further, ‘ A ‘ and ‘ B ‘ are also obliged to undertake
subsequent periodical report of this Indebtedness to the authorities.
5. Default
In the event of any of the following conditions occurs:
(a) ‘ A ‘, ‘ B ‘ and ‘ C ‘, either jointly or severally, shall default in the
repayment of the Indebtedness or any part thereof as and when it shall become
due and payable, and such default is not remedied within [14 (fourteen)]
business days of a written notice having been given by ‘ D ‘; or
(b) ‘ A ‘, ‘ B ‘ and ‘ C ‘, either jointly or severally, shall default in the
repayment of any interest and costs as stipulated in the Counter Indemnity and
this AOI or any part thereof as and when it shall become due and payable, and
such default is not remedied within [14 (fourteen)] business days of a written
notice having been given by ‘ D ‘; or
(c) ‘ A ‘, ‘ B ‘ or ‘ C ‘ becomes insolvent or is unable to pay its debts or is
deemed to be or admits in writing its inability to pay its debts as they mature;
(d) any order is made or effective resolution passed of the winding up of ‘ A
‘, ‘ B ‘ or ‘ C ‘ or a liquidator, receiver, administrative receiver, administrator,
insolvency supervisor or any other insolvency related office holder is appointed
for any of them (TK Note : ‘ C ‘ is a Singapore company and I would like to
widen the scope of the insolvency);
then at any time thereafter, if such event is then continuing, ‘ D ‘ may by notice to ‘ A ‘, ‘
B ‘ and ‘ C ‘ declare that an event of default has occurred. At any time, after or at the
same time as declaring that an event of default has occurred, ‘ D ‘ may by notice in
writing to ‘ A ‘, ‘ B ‘ and ‘ C ‘ declare that the Indebtedness to be immediately due and
payable, whereupon the Indebtedness shall become due and payable together with
accrued interest thereon and costs payable under the Deed of Counter Indemnity and
this AOI. At ‘ D ‘ discretion, the fiduciary security over the Charged Shares may also be
immediately enforced.

4. 4
6. Expenses
‘ A ‘, ‘ B ‘ and ‘ C ‘, either jointly or severally, shall be responsible for payment of any and
all costs and expenses incurred by ‘ D ‘ in connection with the execution, delivery,
performance and enforcement of this AOI and the Fiduciary Security over the Charged
Shares, including all reasonable attorney and notary fees associated therewith.
7. Irrevocable Acknowledgement of Indebtedness
Each of ‘ A ‘, ‘ B ‘ and ‘ C ‘ acknowledges and agree that each of ‘ A ‘, ‘ B ‘ and ‘ C ‘ is
not entitled to revoke or rescind this AOI except with the prior and written
approval/consent of ‘ D ‘.
8. Amendments and Waivers
(a) Amendments by Written Consent. This AOI shall not be amended or
modified except by a written instrument agreed to and executed by all of the
parties hereto.
(b) No Waivers. ‘ D ‘’s delay or failure to enforce any of the provisions of
this AOI shall not constitute a waiver of ‘ D ‘'s rights hereunder. No waiver of
any provision of this AOI shall be effective unless in writing. In the event ‘ D ‘
expressly waives its right created hereunder, such waiver shall not be deemed a
waiver of any other provision of this AOI at that time, or a waiver of that or any
other provision at any other time.
9. As’ C ‘nment
No transfer, sale or as’ C ‘nment, either directly or indirectly, of this AOI and the rights
and obligations hereunder shall be made without the prior written consent of all of the
parties hereto.
10. Notices
Notices provisions as stipulated in the Deed of Counter Indemnity mutatis mutandis
shall apply to this AOI.
11. Governing Law and Settlement of Dispute
11.1 This AOI shall be governed by and construed in accordance with the laws of the
Republic of Indonesia.
11.2 The provisions of the Settlement of Disputes as stipulated in the Deed of Counter
Indemnity mutatis mutandis shall apply to this AOI.
[12. Governing Language
This AOI is written in English and Indonesian languages. To the extent permitted by
law, any questions as to the interpretation of any provision of this Agreement shall be
resolved by reference to the English language version of this AOI.]
This AOI may be entered into in any number of counterparts, all of which taken together shall
constitute one and the same agreement. Either party may enter into this AOI by ‘ C ‘ning any of

5. 5
such counterpart.
IN WITNESS WHEREOF, the parties hereto have executed this AOI on the date stated at the
beginning of this AOI.
PT _______________
_________________________________
Name : ......................................
Title : ......................................
Date : ......................................
PT _______________
_________________________________
Name : ......................................
Title : ......................................
Date : ......................................
_______________, LTD
_________________________________
Name : ......................................
Title : ......................................
Date : ......................................
_______________., LTD
_________________________________
Name : ......................................
Title : ......................................
Date : ......................................