This document is a deed of counter indemnity related to a guarantee provided by D Ltd. to a bank for financing for a joint venture company. It summarizes: 1) A, B, C, D, and E Ltd are parties to a joint venture agreement regarding a chip factory company. 2) D Ltd has agreed to provide a guarantee to the bank for bridging financing or a future JBIC loan for the company. 3) A, B, and C Ltd (the K parties) each agree to indemnify D Ltd for their percentage share of any liabilities that arise due to the guarantee. 4) As security, A Ltd agrees to provide a fiduciary

1. Date: ........ of July 20_,_,
PT __________________
PT __________________
__________________ LTD
__________________ LTD
__________________ LTD
Deed of Counter Indemnity
In respect of a guarantee to be given by
__________________ Ltd

2. 1
THIS DEED OF COUNTER INDEMNITY is made on ............ day of July 20_,_.
BETWEEN:
(1) PT __________________, a company incorporated under the laws of the Republic of Indonesia
and having its registered office at ..................................................................................... (“ A ”);
(2) PT __________________, a company incorporated under the laws of the Republic of Indonesia
and having its registered office at ...................................................................................... (“ B ”);
(3) __________________ LTD, a company incorporated in Singapore with its registered office at
.................................................... (" C ");
(4) __________________ LTD, a company incorporated under the laws of Japan and having its
registered office at ......................................................................................................... (“ D ”); and
(5) __________________ LTD., a company incorporated under the laws of Singapore and having its
registered office at ......................................................................................................... (“ E ”).
(‘ A ‘, ‘ B ‘, ‘ C ‘, ‘ D ‘ and ‘ E ‘ are together hereinafter referred to as the “Parties” and individually
referred to as a “Party”)
BACKGROUND
(A) The Parties are the present parties to the Joint Venture Agreement dated .......................... (as
amended) in relation to their shareholdings in and the business and affairs and management of
PT _______________ (the "Company") (the “JV Agreement”);
(B) ‘ D ‘ has agreed at the request of the JV Parties (as defined below) to enter into a Guarantee (as
defined below) in favour of PT ___________________ (“ XYZ ”) in respect of the construction of
the Chip Factory as contemplated in the JV Agreement to be advanced by the said bank to the
Company (the “Bridging Finance”);
(C) The parties to this Deed expect the Bridging Finance to be replaced with a joint loan to be
provided by Japan Bank for International Cooperation and ‘ XYZ ‘ which will also require a
guarantee by ‘ D ‘ (the “JBIC Loan”);
(C) Each of the ‘ K ‘ Parties (as defined below) has agreed, on the following terms, to indemnify and
hold ‘ D ‘ harmless against any liability under such Guarantee, each on a several basis in respect
of its Percentage Share (as defined below) of such liability; and
(D) The Parties to this Deed have agreed certain supplemental provisions in relation to the Joint
Venture Agreement.
IT IS AGREED as follows:
1. Definitions and interpretation
In this Deed terms defined in the Background above have those meanings and in addition:

3. 2
"Bank" means (in respect of the Bridging Finance) ‘ XYZ ‘ and (where the Bridging Finance is
replaced by the JBIC Loan) Japan Bank for International Cooperation and ‘ XYZ ‘ (and/or any
other financial institution which may participate in the JBIC Loan);
"Facility" means the Bridging Facility or (as the case may be) the JBIC Loan;
"Guarantee" means a guarantee (Hoshosho) given or to be given by ‘ D ‘ in favour of the Bank
(in respect of the Bridging Finance) in the form attached to this Deed at Annex A and (in respect
of the JBIC Loan) in such form as the Bank may require as security for the Facility;
" K ‘ Party" means each or any of ‘ A ‘, ‘ B ‘ and ‘ C ‘ and “ K ‘ Parties” means all of them;
"JV Parties" means the Parties, in their capacity as parties to the JV Agreement; and
"Percentage Share" means:
(a) in relation to ‘ A ‘, 17.755%;
(b) in relation to ‘ B ‘, 17.755%; and
(c) in relation to ‘ C ‘, 30.15%;
being in each case equal to the proportion of shares in the Company held by such party at the
date of this Deed.
2. Counter-Indemnity
2.1 In consideration of ‘ D ‘ at the ‘ K ‘ Parties' request issuing the Guarantee in favour of the Bank,
each of the ‘ K ‘ Parties agrees to indemnify ‘ D ‘ and keep ‘ D ‘ indemnified on a several basis
against and only up to such ‘ K ‘ Party's Percentage Share of all demands, actions, proceedings,
claims, liabilities, damages, losses, costs and expenses of any nature (including, but not limited
to, all legal and other costs, charges and expenses ‘ D ‘ may incur in connection with the
Guarantee or in enforcing, or attempting to enforce, its rights under this Deed) arising in relation
to or out of the Guarantee or as a result of its having issued the Guarantee. Each of the ‘ K ‘
Parties shall pay and reimburse such sums to ‘ D ‘ immediately on first written demand, after the
Bank exercises its rights under the Guarantee together with interest on such sums (both before
and after judgment) calculated from the such demand until payment of such sums by the ‘ K ‘
Parties to ‘ D ‘ in full, at the rate of three 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.
2.2 Each of the ‘ K ‘ Parties further agrees that if any judgment or order is given or made for the
payment of any amount due under this Deed and is expressed in a currency other than that in
which such amount is payable by the relevant ‘ K ‘ Party under this Deed, such relevant ‘ K
‘ Party shall pay with the same currency as decided by such judgement or order.
3. Security
3.1 In further consideration of ‘ D ‘ at the ‘ K ‘ Parties' request issuing the Guarantee in favour of the
Bank, ‘ A ‘ agrees to grant a security over its shares in the Company being the shares with
numbers 1 to [17,400] representing 17.755% of the entire shares in the Company (the "Charged
Shares") in the form of Fidusia (fiduciary security) in favour of ‘ D ‘ as security for the obligations
and liabilities of itself and the other ‘ K ‘ Parties under this Deed.

4. 3
3.2 If the security over the Charged Shares becomes enforceable and the ‘ K ‘ Parties or any of them
are in default of payment of any sum due under this Deed which is not remedied within 30 (thirty)
working days after the date on which ‘ D ‘'s written demand as mentioned in Article 2.1 above is
received by the ‘ K ‘ Parties (as stipulated in Clause 25 (Notices) of the JV Agreement), ‘ 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 ‘ E ‘ (or its nominee) at their Fair Market Value (as defined in the JV
Agreement) and apply the proceeds of sale in or towards the discharge of the liabilities of the ‘ K ‘
Parties (pro rata to the amounts of the ‘ K ‘ Parties’ respective liabilities outstanding immediately
before such transfer) under this Deed. The ‘ K ‘ Parties hereby irrevocably and unconditionally
agree and commit themselves to enter into a written agreement with ‘ D ‘ or ‘ E ‘ or its nominee
pertaining to the enforcement of the fiduciary security over the Charged Shares in such manner
immediately after the occurrence of an event of default by the ‘ K ‘ Parties (or any of them) under
this Deed.
3.3 Upon exercise of the power of sale by ‘ D ‘, each of the ‘ K ‘ Parties shall (and shall procure that
the directors of KTH appointed by them shall) exercise every right and power available to them to
procure that the Company shall record the change of the shareholders in its shareholders registry
and to issue a new share certificate in favour of ‘ E ‘ (or its nominee) accordingly and cause the
Company 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 Bo ard (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.
3.4 Each of the JV Parties consents to the creation and grant of security over the Charged Shares for
the purposes of Clause 4.2(a)(vii) of the JV Agreement.
4. Authorisation to make payments
Each of the ‘ K ‘ Parties irrevocably authorises ‘ D ‘ to make any payments or to comply with any
valid demands from the Bank made under the Guarantee, provided that, if and to the extent that ‘
D ‘ is able to do so and without being in breach of its obligations under the Guarantee, ‘ D ‘ shall
notify the ‘ K ‘ Parties of any such demand prior to making any payment to the Bank. Any such
claim or demand shall be binding on the ‘ K ‘ Parties and shall, as between ‘ D ‘ and the ‘ K ‘
Parties, be accepted by the ‘ K ‘ Parties as conclusive evidence that ‘ D ‘ was liable to pay or
comply with it. The fiduciary security over the Charged Shares remains valid and enforceable until
all ‘ K ‘ Parties’ obligations under this Deed are satisfied.
5. Effect of other indemnities etc.
‘ D ‘’s rights under this Deed shall be in addition to and shall not be in any way prejudiced or
affected by any one or more other indemnities, guarantees, securities or other obligations which ‘
D ‘ may now or subsequently hold whether from the ‘ K ‘ Parties (or any of them) or from any
other person including (for the avoidance of doubt) any of ‘ D ‘’s rights under the JV Agreement.
Without prejudice to the respective rights of the Parties under the JV Agreement, the liabilities
and obligations of each of the ‘ K ‘ Parties under this Deed will remain in full force and effect
notwithstanding any act, omission, neglect, event or matter of any nature, until the full, prompt
and complete performance of all the terms of this Deed, including the proper and valid payment
of all amounts that may become due to ‘ D ‘ under this Deed. Without prejudice to the generality
of the foregoing:
(a) Subject to notification to and consultation with the other Parties, ‘ D ‘ may at any time
give time for payment or grant any other indulgence or give up, deal with, vary, exchange
or abstain from perfecting or enforcing any other indemnity, guarantee, security or other

5. 4
obligation held by ‘ D ‘ at any time or discharge any party to them, or realise any of them,
or compound with, accept compositions from or make any other arrangements with the
Bank or with any other person or persons as ‘ D ‘ may think fit, without affecting the
rights, obligations and liability of the ‘ K ‘ Parties (or any of them) under this Deed; and
(b) ‘ D ‘ may at any time give time for payment or grant any other indulgence to any one or
more of the ‘ K ‘ Parties, with or without reference to any of the other ‘ K ‘ Parties, or give
up, deal with, vary, exchange or abstain from perfecting or enforcing any indemnity,
guarantee, security or other obligation held by ‘ D ‘ at any time from any ‘ K ‘ Party
(whether under this Deed or otherwise) or discharge any ‘ K ‘ Party, or realise any of
them, or compound with, accept compositions from or make any other arrangements with
any ‘ K ‘ Party as ‘ D ‘ may think fit, without in any such case affecting the liability of any
other of the ‘ K ‘ Parties under this Deed.
6. Resorting to other means of payment
‘ D ‘ may (but is not bound to) resort for its own benefit to any other means of payment, at any
time and in any order that ‘ D ‘ thinks fit, and provided that, where it is reasonably practicable to
do so, ‘ D ‘ gives prior written notification to the ‘ K ‘ Parties, without in consequence affecting the
liability of any ‘ K ‘ Party, and ‘ D ‘ may enforce its rights under this Deed either for the payment
of the ultimate balance after resorting to other means of payment or for the balance due at any
time notwithstanding that other means of payment have not been resorted to and in the latter
case without entitling any ‘ K ‘ Party to any benefit from such other means of payment so long as
any money remains due or owing or payable (whether actually or contingently) from or by the ‘ K ‘
Parties to ‘ D ‘ under this Deed.
7. Modification etc. of the Guarantee
The Guarantee may from time to time be modified, amended, renewed, extended or replaced,
either in accordance with its original terms or with agreement of ‘ D ‘ and the Bank, provided,
however, that ‘ D ‘ shall provide the ‘ K ‘ Parties with the draft of such modification, amendment,
renewal, extension or replacement, where (a) it is reasonably practicable to do so, for discussion
by the Parties prior to ‘ C ‘ning of the same and (b) the said modification, amendment, renewal,
extension or replacement constitutes material adverse change to the principal terms of the
Guarantee. The counter indemnity given by the ‘ K ‘ Parties under this Deed shall operate as
continuing security for the benefit of ‘ D ‘ and the liability of the ‘ K ‘ Parties under this Deed shall
continue to apply to the Guarantee as so modified, amended, renewed, extended or replaced
from time to time.
8. Discharges and releases avoided
8.1 If at any time ‘ D ‘ grants any of the ‘ K ‘ Parties a discharge or release in respect of liabilities
under this Deed or enters into any agreement with the ‘ K ‘ Parties or any of them concerning any
such liabilities, such discharge, release or agreement shall be void, and shall be deemed to have
been given or entered into by ‘ D ‘ on the footing or express condition that it would be void, if any
act or thing in reliance upon or on the faith of which ‘ D ‘ gave such discharge or release or
entered into that agreement shall be subsequently avoided by or in pursuance of any provision or
rule of law.
8.2 Without prejudice to the generality of Clause 8.1 above, any discharge or release that ‘ D ‘ may at
any time grant the ‘ K ‘ Parties (or any of them) and other arrangement between ‘ D ‘ and the ‘ K ‘
Parties (or any of them) (collectively a "Discharge") shall, whether or not expressly so stated, be
deemed to have been given or entered into on the basis that if any assurance, security or
payment in reliance on which the Discharge is made shall subsequently be avoided pursuant to

6. 5
the provisions of any law relating to liquidation, administration, bankruptcy, insolvency or
creditors' rights generally, the Discharge itself shall be void and its rights against the ‘ K ‘ Parties
under this Deed shall be enforceable as if the Discharge and such assurance, security or
payment had never been made or given.
9. JV Agreement
9.1 The JV Parties hereby agree that upon and following the exercise of any power of sale or any
means of security enforcement of the Charged Shares (or any of them):
(a) the right of the ‘ K ‘ Parties under Clause 15 of the JV Agreement shall not apply to such
Charged Shares and each of the ‘ K ‘ Shareholders hereby waives any rights they may
have under Clause 15 of the JV Agreement, Article 7 paragraphs 2-7 of the Articles of
Association of the Company, and any similar rights whatsoever given under Indonesian
Company Law, the JV Agreement or the Articles of Association of the Company and
consents to a transfer of the Charged Shares to ‘ E ‘ or any third party upon the
enforcement of the security granted over the Charged Shares;
(b) Clause 18.6A of the JV Agreement shall not apply to any sale or security enforcement of
the Charged Shares; and
(c) if ‘ E ‘ (and/or its nominee if any) shall become the holder of all or any of the Charged
Shares:
(i) the proportion of the Company's harvested logs to be supplied to ‘ D ‘ in
accordance with Clause 4.2(d)(i) of the JV Agreement and the Offtake
Agreement (as defined in the JV Agreement) shall be adjusted so as to be equal
to the percentage of the Company's shares held by ‘ E ‘ (and its nominee if any),
and Clauses 4.2(d)(i) and (ii) of the JV Agreement, and the Offtake Agreement,
shall be amended accordingly; and
(ii) the number of directors which ‘ E ‘ and the ‘ K ‘ Parties (in their capacity as
'Onshore Shareholders' under the JV Agreement) shall be entitled to appoint
pursuant to Clause 6.2(b) of the JV Agreement shall be adjusted to reflect the
proportions of shares in the Company held by ‘ E ‘ (and its nominee if any) and
the ‘ K ‘ Parties (as Onshore Shareholders) respectively following the acquisition
by ‘ E ‘ of such Charged Shares.
9.2 Unless expressly set out otherwise in this Deed, ‘ A ‘ shall not transfer or grant or create any
encumbrance in whatever form over the Charged Shares to any party without the prior written
consent of ‘ D ‘ and Clause 16.2 of the JV Agreement and Article 7 paragraphs 2-7 of the Articles
of Association of the Company shall not apply to the Charged Shares.
9.3 Nothing in this Deed shall adversely affects any rights of ‘ D ‘ and/or ‘ E ‘, and/or any of the ‘ K
‘ Parties conferred on them under the JV Agreement, except as expressly stipulated in this Deed.
9.4 To the extent permissible under the prevailing laws and regulations, each of the JV Parties
hereby acknowledges that the Facility shall be repaid by the Company in priority to its other
borrowings which have been made available to the Company by them or with their collateral
and/or credit support (the “Other Borrowings”) and undertakes that it shall not request nor cause
the Company to repay such Other Borrowings nor shall it withdraw any collateral and/or credit
support given by it for such Other Borrowings before the Facility (and any other borrowing
replacing the same) has been fully repaid.

7. 6
10. Amendment
This Deed shall not be amended, changed or modified in any manner except by an instrument in
writing ‘ C ‘ned by or on behalf of the Parties hereto.
11. Effect of delay or omission
No delay or omission on a Party's part in exercising any right, power, privilege or remedy (each a
"right") in respect of this Deed shall impair or be construed as a waiver of such right, nor shall
any single or partial exercise of any such right preclude any further exercise of it or the exercise
of any other right. The rights provided in this Deed are cumulative and not exclusive of any rights
provided by law.
12. Invalidity of any provision
If any of the provisions of this Deed becomes invalid, illegal or unenforceable in any respect
under any law, the validity, legality and enforceability of the remaining provisions shall not in any
way be affected or impaired.
13. General
Clause 25 (Notices), Clause 31 (No Partnership or Agency), Clause 32 (Time of Essence),
Clause 35 (Contracts (Rights of Third Parties) Act), Clause 36 (Governing Law) and Clause 37
(Arbitration) of the JV Agreement shall apply to this Deed mutatis mutandis.
EXECUTED as a deed and delivered on the date stated at the beginning of this Deed.

8. 7
EXECUTED as a DEED on behalf of PT __________________ a
company incorporated in Indonesia, by ......................, President
Director, being a person who, in accordance with the laws of that
territory, is acting under the authority of the company:
……………………………………...…………Authorised ‘ C ‘natory
EXECUTED as a DEED on behalf of PT __________________ a
company incorporated in Indonesia, by ....................., President
Director, being a person who, in accordance with the laws of that
territory, is acting under the authority of the company:
………………………………………...………Authorised ‘ C ‘natory
EXECUTED as a DEED on behalf of __________________ LTD,
a company incorporated in Singapore, by ......................, Director,
being a person who, in accordance with the laws of that territory,
is acting under the authority of the company:
……………………………………...…………Authorised ‘ C ‘natory
EXECUTED as a DEED on behalf of __________________ LTD
a company incorporated in Japan, by ....................., the President
and CEO, being a person who, in accordance with the laws of
that territory, is acting under the authority of the company:
………………………………………..…………Authorised ‘ C ‘natory
EXECUTED as a DEED on behalf of __________________ LTD
a company incorporated in Singapore, by ....................., Director,
being a person who, in accordance with the laws of that territory,
is acting under the authority of the company:
……………………………………...…………Authorised ‘ C ‘natory