Project Finance Term Sheet

Transaction Overview

Borrower Information

Project Components

Facility Terms

Security Package

• First ranking security over project assets.
• Assignment of project contracts.
• Assignment of project revenues.
• Pledge over project accounts.
• Assignment of insurance proceeds.
• Assignment of EPC guarantees and performance securities.
• Debt Service Reserve Account.
• Sponsor support undertakings as required.
• Share pledge, subject to lender requirements and applicable law.

Project Accounts

Debt Service Reserve Account

Financial Covenants

Base Case Financial Metrics

Conditions Precedent

EPC Requirements

Insurance Requirements

• Construction All Risk.
• Erection All Risk.
• Delay in Start-Up.
• Property Damage.
• Business Interruption.
• Third Party Liability.
• Environmental Liability.
• Directors & Officers Liability.
• Other insurance required by lenders.

Representations & Warranties

• Valid corporate existence.
• Authority to enter into financing documents.
• No conflict with law or corporate documents.
• Accuracy of information.
• Valid project permits.
• Compliance with environmental and social laws.
• No material litigation.
• No default.
• Compliance with anti-bribery, anti-corruption, AML and sanctions requirements.

Borrower Undertakings

• Complete the project in accordance with approved budget and schedule.
• Maintain all permits and licenses.
• Comply with applicable laws.
• Maintain insurance.
• Maintain project accounts.
• Provide periodic reporting to lenders.
• Maintain ESG and environmental compliance.
• Not incur additional debt without lender approval.
• Not dispose of material project assets without lender approval.
• Apply project revenues through the agreed cash waterfall.

Events of Default

• Non-payment.
• Breach of financial covenants.
• Misrepresentation.
• Invalidity of security.
• Insolvency.
• Abandonment of project.
• Material adverse change.
• Breach of law.
• Loss of key permits.
• Cross-default.
• Unapproved change of control.
• Failure to complete project by long-stop date.

Cash Waterfall

1. Taxes and statutory payments.
2. Operating and maintenance expenses.
3. Senior debt interest.
4. Senior debt principal.
5. DSRA replenishment.
6. Required reserves.
7. Cash sweep, if applicable.
8. Permitted distributions subject to covenant compliance.

Reporting Requirements

• Monthly construction progress reports.
• Quarterly financial statements.
• Annual audited financial statements.
• Updated financial model.
• ESG reports.
• Insurance certificates.
• Compliance certificates.
• DSCR calculation reports.
• Material event notices.

Governing Law & Dispute Resolution

The financing documents shall be governed by the laws agreed between the Borrower and lenders, subject to Indonesian law requirements for security, land, corporate and project documentation. Recommended venues include SIAC Singapore or BANI Arbitration Centre Indonesia.

Status of Term Sheet

This Term Sheet is indicative and non-binding, except for provisions expressly stated to be binding, including confidentiality, governing law, dispute resolution, costs, exclusivity if agreed and information undertakings. Final financing terms remain subject to lender due diligence, credit approval, legal documentation, technical review, financial model review, ESG review and completion of conditions precedent.

Signature

For and on behalf of PT SAPTA BORNEO UTAMA

Document Information