Agl - MPJ Imfpa $300mio
Agl - MPJ Imfpa $300mio
Agl - MPJ Imfpa $300mio
MPJ/I/2024
Transaction Code : AGL – PT.MPJ/TRF2024-USD300M-R&E
Date : 06th JANUARY 2024
ANNEX – 5
IRREVOCABLE MASTER FEE PROTECTION AGREEMENT (IMFPA)
I, Mr. MATHEW ADAM SMITH, CEO of ARTEMIS GLOBAL LLC, acting as the SENDER with full responsibility,
hereby irrevocably and unconditionally, without protest or notification, without prejudice, recourse, or delay promises
and warranting to transfer the total contract value of $300,000,000,00 (Three Hundred Millions Dollars) from
BANK OF AMERICA N.A, 100 NORTH TRYON STREET, CHARLOTTE, NC 28202 US to the bank account
designated by the Receiver attached to the CIS (Client Information Sheet), as stated in this agreement.
I, Mrs. MERRY PAULUS DJUNAEDI, President Director of PT. MERFINDO PRIMA JAYA, acting as the
RECEIVER with full responsibility, hereby irrevocably and unconditionally, without protest or notification, without
prejudice, recourse, or delay guarantee to pay the fee entitled to the beneficiaries listed on this document, via TT
transfer, at the time of settlement of each and every tranche of the transaction. this fee agreement is our irrevocable
pay order to the intermediaries and is and shall remain an intricate part of the contract between the receiver and
the sender.
All the tranches will be transferred as per agreed schedule to the bank account designated by receiver, as
mentioned of this Agreement. This transfer will be done before any orders, agreements or arrangements of Investor
come into effect.
THIS PAY ORDER shall remain in effect until this transaction, including any renewals, extensions and additions
are fully completed.
ARBITRATION :
All disputes and questions what so ever which arises between the parties to this agreement and touching on this
agreement on the construction or application there of or any account cost, liability to be made here under or as to
act or way relating to this agreement shall be settled by the arbitration in accordance with the arbitration laws of the
ICC Paris.
This agreement contains the entire agreement and understanding concerning the subject matter hereof and
supersedes and replaces all prior negotiations and proposed agreements, written or oral. Neither of the parties may
alter, amend, nor modify this agreement, except by an instrument in writing signed by both parties.
This agreement will be governed by and construed in accordance with the laws of United Kingdom. In the event
that either party shall be required to bring any legal actions against the other in order to enforce any of the terms of
this agreement the prevailing party shall be entitled to recover reasonably attorney fees and costs.
This Fee Agreement-Pay Order, if transmitted by facsimile or electronic mail shall be considered an original, legally
enforceable document.
Generally recognized International Standards of Non-Circumvention and Non- disclosure are applicable for a period
of Five Years from the date of this document or the last date of the contract including any renewals, extensions and
additions are fully completed and we agree to respect those.
The transaction code may be amended only by agreement between all parties hereto. This transmission via
facsimile will be accepted as an original and I confirm that I have authority to execute this Pay Order.
Sharing Ratio : Based on the Agreement, the total nominal value of funds will be allocated to the projects of
“MANAGER PARTY/ RECEIVER PARTY” and payment of remuneration to “INVESTOR PARTY/ SENDER PARTY”
and consultants in accordance with the decision.
Duration of payment: Payment within Fourty – Eight (48) banking hours after the booking MT103 TT CASH
TRANSFER in “Party-B” bank account.
NOTE:
1. Receiver will send funds as detailed below via Swift MT103 TT CASH TRANSFER according to bank
processing requirements.
2. Receiver will notify the Sender if the Receiver will send the sharing ratio (attached below) via the
Receiver Bank in Indonesia and Bank abroad (outside Indonesia) such as UBS Switzerland, HSBC
Hong Kong, Deutsche Bank Germany, UOB and DBS Singapore and other prime Bank.
DISTRIBUTION RATIO
A. Party-A/Sender : 40% (Fourty Percent) For Investor, Bank Co-Ordinates Where Payment To Be Made :
B. Party-B/Receiver : 40% (Fourty Percent) For MANAGER, Bank Co-Ordinates Where Payment To Be Made :
COMPANY ADDRESS : JL. KH MAS MANSYUR NO.110A, KEL. KEBON MELATI, KEC.
TANAH ABANG, KOTA JAKARTA PUSAT, DKI JAKARTA
COUNTRY : INDONESIA
COMPANY REG. NO : AHU-0053828.AH.01.02 TAHUN 2022
REPRESENTED BY : MERRY PAULUS DJUNAEDI
EMAIL : corporate.projects.99@gmail.com
PASSPORT NUMBER : X1269134
COUNTRY OF ISSUE : INDONESIA
DATE OF ISSUE : 04/11/2021
PASSPORT EXPIRY DATE : 04/11/2026
BANK NAME : PT. BANK UOB INDONESIA
BANK ADDRESS : BRANCH MANGGA DUA PLAZA, HARCO MANGGA DUA PLAZA
BLOK F NO. 5, JAKARTA UTARA, DKI JAKARTA, INDONESIA
ACCOUNT NUMBER : 4183012198
BANK SWIFT CODE : BBIJIDJA
ACCOUNT NAME : PT. MERFINDO PRIMA JAYA
:
IBAN NUMBER (USD) : TBA
BANK OFFICER’S NAME TBA
BANK OFFICER’S EMAIL TBA
C. The Receiver’s Side Consultant Commission : 9% (Nine Percent) For Consultant Commission (Receiver Side),
Bank Co-Ordinates Where Payment To Be Made :
D. The Receiver’s Side Consultant Commission : 3% (Three Percent) For Consultant Commission (Receiver Side),
Bank Co-Ordinates Where Payment To Be Made :
E. The Receiver’s Side Consultant Commission : 3% (Three Percent) For Consultant Commission (Receiver Side),
Bank Co-Ordinates Where Payment To Be Made :
F. The Receiver’s Side Consultant Commission : 5% (Five Percent) For Consultant Commission (Receiver Side),
Bank Co-Ordinates Where Payment To Be Made :
This agreement once executed by both parties will become effective as of the date first written above. Any official
notice(s) exchanged by the parties hereto, shall be sent to the first mentioned address(s) herein or as may be
attached by addenda hereto. A facsimile or electronically transferred copy duly signed by both parties shall be
deemed original. In Witness whereof, the Parties have executed this Agreement the date first above.
IN WITNESS WHEREOF, the Parties have hereunto executed this Agreement, on Saturday, 06 January 2024.
SIGNATURE :
AGREED AND ACCEPTED BY BOTH PARTIES
FOR AND BEHALF OF THE PARTY A / FOR AND BEHALF OF THE PARTY B /
SENDER/ INVESTOR RECEIVER/ MANAGER
ARTEMIS GLOBAL LLC PT. MERFINDO PRIMA JAYA
SIGNATORY NAME MATHEW ADAM SMITH SIGNATORY NAME MERRY PAULUS DJUNAEDI
DESIGNATION CEO DESIGNATION PRESIDENT DIRECTOR
PASSPORT NUMBER 568169704 PASSPORT NUMBER X1269134
DATE OF ISSUE 11/12/2020 DATE OF ISSUE 04/11/2021
DATE OF EXPIRE 10/12/2030 DATE OF EXPIRE 04/11/2026