20260908_RATU_Informasi Transaksi Afiliasi_32146270_lamp1.pdf

(ii) Farmout Agreement or (in respect of the Interim Costs Obligations only) the JOA
terminate by reason of the default of the Farmee, and/or

Gii) Farmee go into liguidation, administration or receivership or become subject to
any form of insolvency or similar proceeding in any jurisdiction,

(each, a "Guaranteed Obligation" and together, the "Guaranteed Obligations").

The Guarantor also hereby indemnifies (as a separate, additional, independent and continuing
obligation) you, on demand against any cost, loss, damages or liability whatsoever and
howsoever incurred or suffered by you if any of the Farmee's payment obligations under the
Farmout Agreement or (in respect of the Interim Costs Obligations only) the JOA is or becomes
void, voidable and unenforceable, invalid or illegal due to operation of law, provided that the
Guarantor's liability to you under this indemnity shall not exceed the liability that the Guarantor
would have suffered under the Guaranteed Obligations above in the absence of an obligation
being void, voidable, unenforceable, invalid or illegal. For the avoidance of doubt, there shall be
no double recovery of a sum under this indemnity that has been recovered under the guarantee
provided by us under clause 1.

Other than the Guarantor's liability pursuant to clause 22 and clause 23, the Guarantor's liability
under this Guarantee shall not exceed the liability of the Farmee under the Farmout Agreement
and (in respect of the Interim Costs Obligations only) the JOA. Notwithstanding anything else
in this Guarantee, the Guarantor's total aggregate liability under this Guarantee shall not exceed
US$ eleven million (11,000,000).

This Guarantee shall not be revocable. Subject to clause 13, a separate action or actions may
be brought against us to enforce this Guarantee irrespective of whether any legal proceedings,
court or arbitration action is brought against the Farmee or whether the Farmee is joined in any
such action. The Guarantor further agrees and confirms that its liability under this Guarantee
shall be irrevocable, absolute and unconditional until the Farmee's obligations under the Farmout
Agreement and (in respect of the Interim Costs Obligations only) the JOA and this Guarantee
have been fully discharged. The Guarantor shall have no right to terminate the Guarantor's
liability under this Guarantee and any such rights at common law or in eguity are excluded.

This Guarantee shall remain binding on the Guarantor notwithstanding any change in the
function, status or constitution of the Farmor (including control or ownership of the Farmor) or
its absorption in, or amalgamation with, or the acguisition of all or part of its undertaking or
assets by any other person, or any liguidation, administration, receivership, reconstruction or
reorganisation of any kind or become subject to any form of insolvency or similar proceeding in
any jurisdiction, this Guarantee shall remain valid and effective in all respects in favour of any
assignee, transferee or other successor in title of the Farmor in the same manner as if such
assignee, transferee or other successor in title had been named in this Guarantee as a party or
principal instead of, or in addition to, the Farmor, as the case may be.

This Guarantee shall be governed by and interpreted in accordance with the laws of England
and Wales. The Contracts (Rights of Third Parties) Act 1999 shall not apply to this Guarantee.

Any dispute arising out of or relating to this Guarantee, including any guestion regarding its
existence, validity or termination, which cannot be resolved amicably by the parties shall be
exclusively and finally settled by arbitration in Singapore and shall be administered by the
Singapore International Arbitration Centre ("SIAC") in accordance with the arbitration rules of
the SIAC for the time being in force ("SIAC Rules"), which rules are deemed to be incorporated
by reference to this clause 7. The arbitral tribunal shall consist of three (3) arbitrators. The
Farmor and the Guarantor shall each appoint one arbitrator within thirty (30) days of the filing
of the arbitration, failing which the arbitrators shall be appointed in accordance with the SIAC
Rules. The arbitration proceedings shall be conducted in the English language.

10.

This Guarantee is a continuing guarantee and will extend to the balance of the Guaranteed
Obligations from time to time, and shall not expire, terminate, become invalid or be discharged
by any advance, intermediate or additional payment or intermediate performance of any of the
Guaranteed Obligations.

Any notice or other communication to be given under this Guarantee shall be in writing, shall

be deemed to have been duly served on, given to or made in relation to a party if it is left at

the authorised address of that party, posted by registered post addressed to that party at such
address, or sent by email and shall if:

(a) personally delivered, be deemed to have been received at the time of delivery,

(b) posted to an inland address in Indonesia, be deemed to have been received on the third
working day after the date of posting and if posted to an overseas address, be deemed
to have been received on the fifth working day after the date of posting, or

(c) sent by email, be deemed to have been received upon dispatch by the sender,

provided that where, in the case of delivery by hand, delivery occurs after 6.00 pm on any
working day, receipt shall be deemed to occur at 9.00 am on the next following working day.

For the purposes of this clause 9, the authorised address of each party shall be the address set
out below (including the details of the email address and person for whose attention a notice or
communication is to be addressed) or such other address as that party may notify to the other
in writing from time to time in accordance with the reguirements of this clause 9:

Farmor

Address : 60 Paya Lebar Road, #05-20 Paya Lebar Sguare, Singapore 409051

Email : fiona.lee@gentingenergy.com

Attention: Associate General Counsel

Guarantor

Address : Office Park Thamrin Residences Block A No. 01-05, Jalan Thamrin Boulevard,Kebon
Melati, Tanah Abang, Central Jakarta 10230 Indonesia

Email : mantri@rec.co.id
Attention: Sumantri Suwarno
The Guarantor hereby represents and warrants to the Farmor that:

(3) itis duly organised, validly existing and in good standing under the laws of the Republic
of Indonesia,

(b) it has the financial capability to fulfil its obligations under this Guarantee,

(c) it has the reguisite capacity, power and authority to enter into, and perform and comply
with its obligations under, this Guarantee and no limits on its powers will be exceeded
as a result of it entering into this Guarantee,

(d) all actions, conditions and things reguired to be taken, fulfilled and done (including the

obtaining of any necessary consents) in order to enable it to lawfully enter into, exercise
its rights and perform and comply with its obligations contained in this Guarantee and

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11,

12.

13.

to ensure that those obligations are legally binding and enforceable have been taken,
fulfilled and done,

(e) the reguisite resolutions of its board of directors and, if necessary, shareholders and
board of commissioners have been duly and properly passed at a duly convened and
constituted meeting at which all statutory and other relevant formalities were observed
to authorise its execution and performance of this Guarantee and such resolutions are
in full force and effect and have not been varied or rescinded,

? this Guarantee constitutes legal, valid and binding obligations on it enforceable in
accordance with its terms, and

(9) the execution and delivery of, and the performance by it of its obligations under, this
Guarantee will not result in:

(Oo) any breach of any law to which it is subject (including any applicable anti-bribery
or anti-money laundering laws) or of any of its by-laws or other constitutional
documents,

(ii) any breach of any deed, agreement or its obligation made with or owed to any

other person: or
(iii) any breach of any limits on any of its powers.

No failure to exercise and no delay on the part of the Farmor in exercising any right, remedy,
power or privilege under this Guarantee and no course of dealing between the Farmor and the
Guarantor shall be construed or operate as a waiver of the right, remedy, power or privilege,
nor shall any single or partial exercise of any such right, remedy, power or privilege preclude
any other or further exercise of it or the exercise of any other right, remedy, power or privilege.
The rights and remedies provided in this Guarantee are cumulative and not exclusive of any
rights or remedies provided by law. The Guarantor acknowledges that it has not executed this
Guarantee as a result of or in reliance upon any promise, representation, statement or
information of any kind whatsoever given or made by or on behalf of you, whether in answer to
any enguiry by or on behalf of the Guarantor or not, and the Guarantor further agrees that you
are not, prior to the execution of this Guarantee by the Guarantor, and are not thereafter, under
any duty to disclose to the Guarantor any information, matter or thing relating to the Farmee
or its or their affairs or transactions with you including, without limitation, any information,
matter or thing which the Guarantor would not naturally expect or any unexpected facts or
unusual features which, whether or not known to the Guarantor, are present in any transaction
between the Farmee and you.

This Guarantee and the Farmor's rights under it are in addition to and not in substitution for or
in any way prejudiced or affected by any other guarantee, mortgage, charge or other security,
by whomsoever given, now or at any time in the future held by the Farmor for any of the
Guaranteed Obligations.

The Farmor shall be obliged, when making demand to the Guarantor to enforce its rights under
this Guarantee, to issue a statement to the Guarantor certifying that:

(a) Farmee has failed to perform or observe a payment obligation under the Farmout
Agreement or (in respect of the Interim Costs Obligations only) the JOA,

(b) Farmee has refused or failed to remedy such default within the prescribed period as
provided for under the Farmout Agreement (in respect of the Interim Costs Obligations
only) the JOA, and

14.

15.

16.

(5) the Farmor has given written notice to the Farmee that the Farmee has failed to perform
or observe the said obligation accompanied by evidence of Farmee's default.

Notwithstanding the foregoing in this clause 13, in the event that the Farmor is enforcing its
rights under this Guarantee in connection with a failure by the Guarantor to perform its
obligations under this Guarantee, the Farmor shall be entitled to enforce its rights under this
Guarantee without taking any steps to issue a statement certifying the items set out in sub-
paragraphs (a), (b) and (c) above or provide any evidence of Farmee's default under the
Farmout Agreement or (in respect of the Interim Costs Obligations only) the JOA.

The Guarantor shall:

(a) not take or receive the benefit of any mortgage, charge or other security of whatsoever
nature from (i) the Farmee in respect of the Farmee's counter-indemnity obligations to
us (if any) arising in relation to this Guarantee or in respect of any other obligations to
us howsoever arising and (ii) from any co-surety in respect of any obligation on the part
of the co-surety to indemnify us in relation to this Guarantee or in respect of any other
obligation howsoever arising,

(b) not take the benefit (in whole or in part and whether by way of subrogation or otherwise)
to any rights of the Farmor or security held by the Farmor or the person(s) providing
financing to the Farmor ("Lenders") on account of the Guaranteed Obligations and/or
the obligations of any co-surety by reason of any payment made (or liable to be made)
by us under this Guarantee, or

(9) not claim, receive or take the benefit of any payment from or on account of the Farmee
or any co-surety or be entitled to any right of contribution or indemnity from the Farmee
or any co-surety or claim, rank, prove or vote as a creditor of the Farmee or any co
surety or exercise any right of set-off against the Farmee or any co surety, in each case
by reason of any payment made (or liable to be made) by us under this Guarantee.

In the case the Guarantor receives any monies from the Farmee in respect of any payment of
the Guarantor under this Guarantee or the Guarantor is in breach of this clause 14, the
Guarantor agrees to hold such monies in trust for you so long as any sums are payable under
this Guarantee.

You may apply any sum paid by the Farmee, the Guarantor or any other person or recovered or
received on account of the Guaranteed Obligations as you deem fit.

The Guarantor shall not be discharged or released from this Guarantee by any:

(a) arrangement, compromise or composition made between the Farmee and the Farmor
with or without the Guarantor's consent,

(b) alteration in the obligations undertaken by the Farmee,

( amendments to the Farmout Agreement or the JOA or by any indulgence, forbearance
or waiver of any right of action or remedy of the Farmor against the Farmee including
whether as to payment, time, performance, certification or otherwise or negligence of
the Farmor in enforcing any such right of action or remedy,

(d) failure of supervision or detection or prevention of any default of the Farmee under or
in connection with the Farmout Agreement or the JOA,

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18.

19.

(e) suspension or termination of the Farmout Agreement or the JOA for any reason
whatsoever,

(? provision of the Farmout Agreement or the JOA being held to be illegal, invalid or
unenforceable in whole or in part in any jurisdiction,

(9) variation, exchange, renewal, release or modification of any guarantee, indemnity or
security or refusal or neglect by the Farmor to complete, enforce or assign the same
and whether satisfied by payment or not all of which the Farmor is at liberty to do
whether with or without the Guarantor's consent:

(hn) legal limitation, incapacity or lack of power, authority or legal personality of or any
dissolution, merger, amalgamation, reconstitution, reorganisation or change in the
ownership, name, status or constitution of the Farmee, the Guarantor or any other
person: or

@ other fact, circumstance, act, event omission or provision of statute or law or otherwise
which but for this clause 16 might operate to discharge, impair or otherwise affect any
of the obligations of the Guarantor under this Guarantee or any of the rights, powers or
remedies conferred on the Farmor by this Guarantee or by law.

If any provision of this Guarantee is held to be illegal, invalid or unenforceable in whole or in
part in any jurisdiction this Guarantee shall, as to such jurisdiction, continue to be valid as to its
other provisions and the remainder of the affected provision, and the legality, validity and
enforceability of such provision in any other jurisdiction shall be unaffected.

Subject to clause 13, a certificate by the Farmor as to any amount for the time being due to it
from the Farmee or us shall be conclusive evidence of the amount so due in the absence of any
manifest error.

Any amount payable by us under this Guarantee that is not paid when due (an "Unpaid Sum")
will be increased to include interest at the Agreed Interest Rate on the Unpaid Sum from the
date when the relevant payment is due until the date of actual payment in full. Any such interest
payable under this Guarantee shall accrue from day to day, be calculated on the basis of a three
hundred and sixty (360) day year and shall be compounded at the end of each month to itself
then bear interest. Interest will be payable on demand made by the Farmor from time to time.
For the purposes of this clause 19:

(a) "Agreed Interest Rate" means, in respect of an Unpaid Sum, a rate per annum egual
to the sum of (i) the applicable Base Rate(s) which apply during the period such Unpaid
Sum is due until the date of actual payment in full plus (ii) four decimal point six five
percent (4.65Y6) per annum,

(b) "Base Rate" means Term SOFR for a period egual in length to six (6) months (i)
commencing on 1 January and ending on 30 June in any year or (ii) commencing on 1
July and ending on 31 December in any year, as the case may be, and

(5) "Term SOFR" means the term SOFR reference rate administered by CME Group
Benchmark Administration Limited (or any other person which takes over the
administration of that rate) for the relevant period published (before any correction,
recalculation or republication by the administrator) by CME Group Benchmark

20.

21

22.

23

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25.

26.

Administration Limited (or any other person which takes over the publication of that
rate).

The Farmor's rights and powers arising out of any breach or non-performance of this Guarantee
shall not be prejudiced by any delay in exercising them or by any other act done or omitted by
the Farmor which but for this clause 20 might have been deemed a waiver of such breach or
non-performance, nor shall any exercise of any such right or power preclude any further or other
exercise of any right or power of the Farmor.

If any sum due from the Guarantor under this Guarantee or any order or judgment given or
made in relation thereto has to be converted from the currency (the "first currency") in which
the same is payable under this Guarantee or under such order or judgment into another currency
(the "second currency") for the purpose of (i) making or filing a claim or proof against us, (ii)
obtaining an order or judgment in any court or other tribunal or (iii) enforcing any order or
judgment given or made in relation thereto, the Guarantor shall indemnify and hold harmless
the Farmor from and against any loss suffered as a result of any discrepancy between (a) the
rate of exchange used for such purpose to convert the sum in guestion from the first currency
into the second currency and (b) the rate or rates of exchange at which the Farmor may in the
ordinary course of business purchase the first currency with the second currency upon receipt
Of a sum paid to it in satisfaction, in whole or in part, of any such order, judgment, claim or
proof. Any amount due from the Guarantor under this clause 21 shall be due as a separate debt
and shall not be affected by judgment being obtained for any other sums due under orin respect
Of this Guarantee and the term “rate of exchange” includes any premium and costs of exchange
payable in connection with the purchase of the first currency with the second currency.

The Guarantor will reimburse you on first demand (and continue to reimburse you on demand)
for all reasonable legal and other costs (including sales tax, VAT and GST (if any)) incurred by
you in connection with the enforcement of this Guarantee.

All payments hereunder shall be made free and clear of, and without deduction for or on account
of, any present or future taxes, duties, charges, fees, deductions or withholdings or set-off of
any nature whatsoever and by whomsoever imposed, and if any deduction or withholding must
be made by law, the Guarantor shall pay that additional amount which is necessary to ensure
that the Farmor receives a net amount egual to the full amount which it would have received if
the payment had been made without the deduction or withholding.

If any release, payment or discharge of any of the Guaranteed Obligations by the Farmee under
the Farmout Agreement or (in respect of the Interim Costs Obligations only) the JOA or by the
Guarantor under this Guarantee shall be avoided, invalidated or reduced or become
unenforceable by virtue of any enactment or rule of law, the Farmor shall be entitled to enforce
this Guarantee subseguently against the Guarantor as if the release, discharge or settlement
had not occurred. Similarly, any release, discharge or settlement in relation to this Guarantee
which is avoided, invalidated or reduced by virtue of any enactment or rule of law shall not affect
the right of the Farmor to enforce any other security against the Guarantor.

The Farmor may assign its rights under this Guarantee without the Guarantor's prior consent,
including assigning its rights under this Guarantee to any Lenders (including any security trustee
or security agent of any Lenders). The Guarantor may not assign or transfer any of its rights or
obligations under this Guarantee without the Farmor's prior written consent.

The Farmor and the Guarantor agree to keep the terms of this Guarantee (including information
about the Farmor, the Guarantor and the transactions contemplated by this Guarantee)
confidential except that the Farmor and Guarantor may disclose the content of this Guarantee
to their respective affiliates and Lenders who are under a duty of confidentiality and to persons
to whom (and to the extent that) information is reguired to be disclosed by any applicable law,
regulation, order, court, tribunal or regulatory, supervisory or governmental or guasi-
governmental authority with jurisdiction over the Farmor and Guarantor or their respective
affiliates and the Farmor and Guarantor shall ensure that, in such circumstances, the party who

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30.

31.

is reguired to make such a disclosure shall notify the other party hereto in writing prior to any
disclosure being made.

As between the parties to this Guarantee, this Guarantee will prevail in the event of any conflict
or inconsistency between the terms of (i) this Guarantee and (ii) the Farmout Agreement and/or
the JOA.

The parties acknowledge and understand that Law No. 24 of 2009 (National Flag, Language,
Emblem and Anthem) and Presidential Regulation No. 63 of 2019 on Use of Indonesian Language
("Language Laws") reguire the use of the Indonesian language in any agreement involving an
Indonesian party. In relation thereto, the parties shall translate and execute an Indonesian
language version of this Guarantee within thirty (30) days after the date of execution of this
Guarantee. The parties acknowledge and agree that the Indonesian language version of this
Guarantee will be deemed effective on and from the date of execution of this Guarantee.

In the event of any inconsistency between the Bahasa Indonesia and English language texts of
this Guarantee, the English language text of this Guarantee shall prevail, and the relevant
Bahasa Indonesia language text of this Guarantee shall be deemed to be automatically varied
to conform with and be consistent with the relevant English language text of this Guarantee.
No party will (nor will allow or assist any other party or other person to) challenge the validity
Of, or raise or file any objection to, this Guarantee in any manner or forum in any jurisdiction
on the basis of any failure to comply with the Language Laws.

The Guarantor waives in favour of the Farmor any and all of its rights, protection, privileges and
defences provided by law to a guarantor and in particular the provisions in Articles 1430, 1831,
1833, 1837, 1843, 1847 to 1850 (inclusive) of the Indonesian Civil Code.

This Guarantee may be executed in any number of counterparts with the same effect as if the
signatures on the counterparts were upon a single engrossment of this Guarantee.

In this Guarantee, for the avoidance of doubt:

(a) references to the "Farmor" referto the Farmor in its capacity as a party to the Farmout
Agreement, the JOA and/or this Guarantee (as the context so reguires), and

(b) references to the "Farmee" referto the Farmee in its capacity as a party to the Farmout
Agreement and/or the JOA (as the context so reguires).

IN WITNESS WHEREOF this Guarantee has been executed as a deed and is delivered and takes effect
on the date first above written:

SIGNED by SUMANTRI SUWARNO )
duly authorised for and on behalf of )
PT Raharja Energi Cepu Tbk )

WITNESSED by Pak Mayora Sp

SIGNED by DATO' SRI TAN KONG HAN )

duly authorised for and on behalf of ) 1 oole—

Genting Oil Kasuri Pte. Ltd. 9)

WITNESSED by, Fong Ksp Sotxe YURA)

.—