Term Sheet

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Dear Ronald,

Thank you for giving (the “Borrower”) the opportunity to review your credit request. This
term sheet is a basic outline of the terms and conditions currently being contemplated. This is
not a commitment to lend, but merely an expression of our interest in providing the
aforementioned financing request. The terms and conditions are subject to change in whole or
in part once our due diligence, credit analysis and underwriting is complete.

Lender : Dharmakusala Waskita Brana

Borrower : Megapolitan Group.

Amount : IDR 250 billion interest loan only

Purpose : Real Estate Project for a development of apartment and or landed


housing in Cinere Area and or any other area. This money cannot
be used to acquire any land for land banking purposes.

Collateral: : A property with a name of “Cinere Mall” Blanket lien on the


corporate assets of borrower (including first lien on accounts
receivable and inventory).

Interest Rate: : Fixed 13%

Facility Fee : 2.5% guarantee fee on the facility amount due and collectable at
closing to the arranger (Colliers International). Borrower shall pay
all costs, expenses and fees (including, without limitation, recording
and attorney fees and cost and audit fees) associated with this
transaction.

Maturity : five years from closing

Payments : Interest due Quarterly in advance.


Interest

Principal : Starting at the year 4 Borrower will pay principal equal to 50% of
Payment the principal and then at the maturity Borrower will pay the
remaining to the principal
Collateral : Mal Cinere is a 24,149 m2 gross floor area 4 storied community
shopping center built upon a land area of 13,000 m2. The Mall has
over 95% occupancy rate and is anchored by Gramedia Bookstore,
XXI, Giant Supermarket, Superindo Supermarket, and Inul Vizta
Family Karaoke. Others tenant of note includes BreadTalk, JCo,
Telkomsel Grapari, and Podjok Busana. Mal Cinere has an average
traffic of over 10,000 visitors per day.

Value of : Cost Approach: Rp. 333.475.230.000 (Three Hundred Thirty-Three


Collateral Billion, Four Hundred Seventy-Five Million, Two Hundred Thirty
Thousand Rupiah). Income Approach: Rp. 304.254.800.000 (Three
Hundred Four Billion, Two Hundred Fifty-Four Million, Eight
Hundred Thousand Rupiah)

The value of the Collateral is not subject to mark-to-market


Payment : Board of Director of Megapolitan Developments Tbk
Guarantors

Borrower 1. Borrower shall at all times maintain a Debt to Tangible Net


Worth of less than 4.0x measured quarterly defined as Total
Liabilities (less Subordinated Debt) divided by Tangible Net
Worth
2. Borrower shall at all times maintain a minimum Debt Service
Coverage Ratio of 1.5x, measured quarterly on a rolling 12-
month basis defined as EBITDA (Earnings before Interest, Tax,
Depreciation and Amortization) less Distributions and
Withdrawals divided by the Current Portion of Long Term Debt
plus Interest Expense

Other : 1. Borrower shall maintain the same Bank with its borrower,
Requirements: its primary operating account and a cash collateral account
wherein client payments will be deposited.
2. Subordination of loans from shareholders or
persons/companies related to or owned by shareholders
3. Loan payments shall be set up on auto debit.
4. Exclusion from Borrowing Base of all Receivables on cash
or less than 15 day sales terms.
5. Maintenance of Credit Insurance policy issued by Ex-Im
Bank
6. Field audit to be performed pre-funding. Advance rates and
any other supporting documentation accompanying the
borrowing base monthly submission subject to findings in
field audit. Field Audit to be performed semi-annually
thereafter by Bank personnel or outside auditors of Bank’s
choice, costs to be borne by Borrower.

Reporting 1. Annual CPA Reviewed financial statements due within 120


Requirements: days of fiscal year end.
2. Quarterly management-prepared financial statements and
covenant compliance certificate due within 45 days of each
fiscal quarter end.
3. Guarantor’s personal financial statement to be submitted
within 30 days from year-end or no later than 12 months
from last submission.

Documentation Borrower agrees to execute any and all documents necessary for
: Lender to perfect its first security interest in the collateral.

Payments Interest:

Covenants:

This term sheet and not a commitment to lend. These terms and conditions are subject to
change. Please note that this outline does not contain all of the terms, conditions and other
provisions involved in this transaction that would be more fully described in the definitive
legal document(s) for the proposed transaction.

Very truly yours,

Mr. Dicky Bhakti

Dharmakusala Waskita Brana

PT………

ACCEPTED BY:

Mr. Ronald Wihardja

Megapolitan Group

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