AGEEME EWEE E GOEME O E EUIC O IOESIA A E GOEME … · fndtn tblhd n ndn. ( "N F bltn" n th n ndrtn...

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AGREEMENT BETWEEN THE GOVERNMENT OF THE REPUBLIC OF INDONESIA AND THE GOVERNMENT OF THE UNITED STATES OF AMERICA REGARDING A DEBT-FOR-NATURE SWAP WITH RESPECT TO CERTAIN DEBT OWED BY THE GOVERNMENT OF THE REPUBLIC OF INDONESIA To THE GOVERNMENT OF THE UNITED STATES OF AMERICA The Government of the Republic of Indonesia (the "GOP'), represented by the Ministry of Finance of the Republic of Indonesia, and the Government of the United States of America (the "USG"), represented by the U.S. Department of the Treasury, Seeking to facilitate the conservation, protection, restoration, and sustainable use and management of tropical forests in Indonesia, which provide a wide range of benefits to humankind, Noting that rapid rates of tropical deforestation and forest degradation continue to be serious problems in many regions of the world and that the alleviation of external debt in the context of broader economic reforms can result in increased protection for tropical forests, Recognizing the contribution of $20 million from the USG and $2 million from Conservation International Foundation ("Cl") and Yayasan Keanekaragaman Hayati Indonesia ( - KEHATI") toward the cost of reducing $29,921,500.22 in principal and interest payments owed by the GOI to the USG, which total contribution will allow the GOT to redirect such reduced payments to support tropical forest conservation in Indonesia, Further recognizing the role played by CI and KEHATI in tropical forest protection in Indonesia, and the success of non-governmental organizations in Indonesia in conserving and managing tropical forest land in Indonesia, and In furtherance of the goals of the U.S. Tropical Forest Conservation Act of 1998, Public Law No. 105-214, as amended, and the Revised Continuing Appropriations Resolution, 2007, Public Law No. 110-5. Have agreed on this 30th day of June, 2009, as follows: ARTICLE I DEFINITIONS Defined Terms. The capitalized terms contained and used in this Agreement shall have the meanings set forth in this Section 1.1 and elsewhere in this Agreement. If a capitalized term is not defined in this Agreement and is defined in the Swap Fee Contractual Agreement or the Forest Conservation Agreement, then it shall have the meaning set forth in the Swap Fee Contractual Agreement or the Forest Conservation Agreement, as applicable.

Transcript of AGEEME EWEE E GOEME O E EUIC O IOESIA A E GOEME … · fndtn tblhd n ndn. ( "N F bltn" n th n ndrtn...

AGREEMENT BETWEENTHE GOVERNMENT OF THE REPUBLIC OF INDONESIA AND THE GOVERNMENT OF THE UNITED

STATES OF AMERICAREGARDING A DEBT-FOR-NATURE SWAP WITH RESPECT TO CERTAIN DEBT OWED BY THE

GOVERNMENT OF THE REPUBLIC OF INDONESIA To THE GOVERNMENT OF THE UNITEDSTATES OF AMERICA

The Government of the Republic of Indonesia (the "GOP'), represented by the Ministry ofFinance of the Republic of Indonesia, and the Government of the United States of America (the"USG"), represented by the U.S. Department of the Treasury,

Seeking to facilitate the conservation, protection, restoration, and sustainable use andmanagement of tropical forests in Indonesia, which provide a wide range of benefits tohumankind,

Noting that rapid rates of tropical deforestation and forest degradation continue to beserious problems in many regions of the world and that the alleviation of external debt in thecontext of broader economic reforms can result in increased protection for tropical forests,

Recognizing the contribution of $20 million from the USG and $2 million fromConservation International Foundation ("Cl") and Yayasan Keanekaragaman Hayati Indonesia(-KEHATI") toward the cost of reducing $29,921,500.22 in principal and interest paymentsowed by the GOI to the USG, which total contribution will allow the GOT to redirect suchreduced payments to support tropical forest conservation in Indonesia,

Further recognizing the role played by CI and KEHATI in tropical forest protection inIndonesia, and the success of non-governmental organizations in Indonesia in conserving andmanaging tropical forest land in Indonesia, and

In furtherance of the goals of the U.S. Tropical Forest Conservation Act of 1998, PublicLaw No. 105-214, as amended, and the Revised Continuing Appropriations Resolution, 2007,Public Law No. 110-5.

Have agreed on this 30th day of June, 2009, as follows:

ARTICLE IDEFINITIONS

Defined Terms. The capitalized terms contained and used in this Agreement shall havethe meanings set forth in this Section 1.1 and elsewhere in this Agreement. If acapitalized term is not defined in this Agreement and is defined in the Swap FeeContractual Agreement or the Forest Conservation Agreement, then it shall have themeaning set forth in the Swap Fee Contractual Agreement or the Forest ConservationAgreement, as applicable.

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New Stamp

(a) "497 T038 July 2009 Payment" means, if the Closing Date is after July 29,2009, the amount due on July 29, 2009 from, and paid by or on behalf of, the GOIto USAID with respect to Loan 497 T038 under the Outstanding Obligations thatshall be transferred by USAID after the Closing in accordance with the provisionsof Article 3.2, 3.3, or 3.4 of this Agreement.

(b) "497 T036 August 2009 Payment" means, if the Closing Date is afterAugust 8, 2009, the amount due on August 8, 2009 from, and paid by or on behalfof, the GOI to USAID with respect to Loan 497 T036 under the OutstandingObligations that shall be transferred by USAID after the Closing in accordancewith the provisions of Article 3.3 or 3.4 of this Agreement.

(c) "497 T035 August 2009 Payment" means, if the Closing Date is afterAugust 13, 2009, the amount due on August 13, 2009 from, and paid by or onbehalf of, the GOI to USAID with respect to Loan 497 T035 under theOutstanding Obligations that, after subtracting the amount shown in Schedule A.1that is due to USAID on August 13, 2009 under the New USAID Obligations,shall be transferred by USAID after the Closing in accordance with the provisionsof Article 3.4 of this Agreement.

(d) "Administrator" has the meaning set forth in the Forest ConservationAgreement.

(e) "Agreement" means this Agreement between the Government of theRepublic of Indonesia and the Government of the United States of AmericaRegarding a Debt-for-Nature Swap with Respect to Certain Debt Owed by theGovernment of the Republic of Indonesia to the Government of the United Statesof America, as it may be amended from time to time.

(1) "Business Day" means any day on which the Federal Reserve Bank ofNew York and the Central Bank of Indonesia are both open for business."Closing" has the meaning set forth in Section 2.3 of this Agreement

(g) "Closing" has the meaning set forth in Section 2.3 of this Agreement.

(h) "Closing Date" has the meaning set forth in Section 2.3 of thisAgreement.

(i) "CI" means Conservation International Foundation, a nonprofitcorporation organized under the laws of the State of California in the UnitedStates of America, and any of its successors.

(j) "Debt Reduction Payment" means the transfer of twenty million U.S.Dollars (US$20,000,000) by the USG from the Debt Restructuring Account to theUSAID Account.

(k) "Debt Restructuring Account" means the "Debt Restructuring ProgramAccount" at the U.S. Department of the Treasury.

(1) "Debt Service Account" has the meaning set forth in the ForestConservation Agreement.

(m) "Depository" has the meaning set forth in the Forest ConservationAgreement.

(n) "Depository Agreement" has the meaning set forth in the ForestConservation Agreement.

(o) "Forest Conservation Agreement" means the Forest ConservationAgreement among the Government of the Republic of Indonesia, ConservationInternational Foundation, and Yayasan Keanekaragaman Hayati Indonesia, datedas of the date hereof, as amended from time to time.

(p) "KEHATI" means the Yayasan Keanekaragaman Hayati Indonesia, afoundation established in Indonesia.

(q) "New FCA Obligations" means the GOI's new undertakings pursuant tothis Agreement and the Forest Conservation Agreement that replace, in part, theOutstanding Obligations and obligate the GOI to make Payments to the DebtService Account, in accordance with the terms and conditions set forth in thisAgreement and the Forest Conservation Agreement, in the amounts set forth inSchedule A.2 of this Agreement.

(r) "New Obligations" means, collectively, the New FCA Obligations and theNew USAID Obligations, which together shall replace in their entirety theOutstanding Obligations.

"New USAID Obligations" means the GOI's new undertakings pursuant tothis Agreement that replace, in part, the Outstanding Obligations and obligate theGOI to make Payments to USAID, in accordance with Schedule A.1 of thisAgreement, the terms and conditions governing payments under the OutstandingObligations, as well as the terms and conditions set forth in this Agreement;

(t) "Outstanding Obligations" means Loans 497 T035, 497 T036, 497 T037,497 T038, 497 T039, and 497 W032 under the agreements entitled "LoanAgreement between the Government of the Republic of Indonesia and theGovernment of the United States of America acting through the Agency forInternational Development, " dated May 10, 1975, May 10, 1975, June 30, 1975,October 23, 1975, October 28, 1976, and March 29, 1974, respectively, thatobligate the GOI to repay principal and interest on debt whose aggregateoutstanding principal sums amount to U.S.$ 27,710,072.76 as of May 15, 2009.

(u) "Oversight Committee" has the meaning set forth in the Forest

Conservation Agreement.

(v) -Party" means either the USG or the GOI, and "Parties" means,collectively, the USG and the GO!.

(w) "Payment(s)" means the payment(s) to be made by the GOI under the NewObligations as shown in Schedule A.1 and Schedule A.2.

(x) "Payment Due Date" has the meaning set forth in Section 6.1 of thisAgreement.

(y) "Swap Fee Contractual Agreement" means the Swap Fee ContractualAgreement among the Government of the United States of America, ConservationInternational Foundation, and Yayasan Keanekaragaman Hayati Indonesia, datedas of the date hereof.

(z) "TFCA" means the U.S. Tropical Forest Conservation Act of 1998, PublicLaw No. 105-214, as amended.

(aa) "TFCA Evaluation Sheet" means a measure of TFCA programeffectiveness prepared by the USG in its sole discretion, as it may be reasonablyamended by the USG from time to time.

(bb) -USAID" means the U.S. Agency for International Development

(cc) "USAID Account" means the Debt Restructuring Financing Account#11X4137 of USAID in the name of "Controller, Office of the Chief FinancialOfficer, Agency for International Development," ALC# 72000001, on the booksof the Federal Reserve Bank of New York.

(dd) "U.S. Dollar" means the legal tender of the United States of America.

ARTICLE IICLOSING

2.1. Obligations of the USG. Pursuant to the terms and subject to the conditions hereof, atthe Closing, the USG shall (a) make the Debt Reduction Payment and cancel allremaining amounts due and unpaid under the Outstanding Obligations; and (b) substitutethe New Obligations for the Outstanding Obligations.

2.2. Obligations of the GOI. Pursuant to the terms and subject to the conditions hereof, atthe Closing, the GOI shall (a) substitute the New Obligations for the OutstandingObligations; and (b) if the Closing Date coincides with a Payment Due Date, make thePayment due to the Debt Service Account on such Payment Due Date under the NewFCA Obligations in accordance with the terms of this Agreement and the ForestConservation Agreement.

2.3. Closing. After the conditions set forth in Article IV have been met or waived, theconsummation of the transactions set forth in sections 2.1 and 2.2 of this Article (the"Closing") shall take place on a Business Day (the "Closing Date") on or before August28, 2009, as may be agreed by the Parties, CI and KEHATI in writing.

ARTICLE IIIPAYMENT OF NEW OBLIGATIONS

3.1. Payments of Principal and Interest. The GOI shall (a) make Payments of principal andinterest after the Closing in U.S. Dollars to USAID on the New USAID Obligations inaccordance with the payment schedule in Schedule A.1 of this Agreement (whichPayments shall be subject to the terms and conditions governing payments under theOutstanding Obligations), and (b) make Payments of principal and interest after Closingin U.S. Dollars to the Debt Service Account on the New FCA Obligations in accordancewith the payment schedule in Schedule A.2 of this Agreement. All Payments made toUSAID shall be deposited in the USAID Account by wire transfer in accordance withthe wire transfer instructions set forth in Schedule B.

3.2. Refund of 497 T038 July 2009 Payment. The Parties agree that, if the Closing has notoccurred on or before July 29, 2009, the GOI shall make the full 497 T038 July 2009Payment to USAID on July 29, 2009, in accordance with the relevant terms andconditions of the Outstanding Obligations. After the Closing, USAID will transfer the497 l'038 July 2009 Payment to the Debt Service Account. Such transfer shall occur nolater than 14 Business Days after the Closing Date.

3.3. Refund of 497 T038 July 2009 Payment and 497 T036 August 2009 Payment. TheParties agree that, if the Closing has not occurred on or before August 8, 2009, the GOIshall make the full 497 T038 July 2009 Payment and the full 497 T036 August 2009Payment to USAID on July 29, 2009 and August 8, 2009, respectively, in accordancewith the relevant terms and conditions of the Outstanding Obligations. After theClosing, USAID will transfer the 497 T038 July 2009 Payment and the 497 T036 August2009 Payment to the Debt Service Account. Such transfers shall occur no later than 14Business Days after the Closing Date.

3.4. Refund of 497 T038 July 2009 Payment and 497 T036 August 2009 Payment, andPartial Refund of 497 T035 August 2009 Payment. The Parties agree that, if the Closinghas not occurred on or before August 13, 2009, the GOI shall make the full 497 T038July 2009 Payment, the full 497 T036 August 2009 Payment, and the full 497 T035August 2009 Payment to USAID on July 29, 2009, August 8, 2009, and August 13,2009, respectively, in accordance with the relevant terms and conditions of theOutstanding Obligations. After the Closing, USAID will transfer the 497 T038 July2009 and the 497 T036 August 2009 payment to the Debt Service Account. In addition,after the Closing, and after deducting the amount set forth in Schedule A.1 whichreflects the retention of the amount due to USAID under the New USAID Obligations(the "New USAID Obligations August 13 2009 Payment"), USAID shall transfer to theDebt Service Account the amount remaining from the 497 T035 August 2009 Payment.

Such transfers shall occur no later than 14 Business Days after the Closing Date.

3.5. Overdue Payment of New FCA Obligations. Interest shall accrue on each of the NewFCA Obligations, at the per annum interest rate stipulated in the OutstandingObligations on any overdue and unpaid installment for the period from and including theapplicable Payment Due Date to, but excluding, the date on which the overdue amount ispaid in full.

3.6. Business Day Adjustment for New FCA Obligations. Where the day on or by which aPayment under the New FCA Obligations is due to be made is not a Business Day, suchPayment shall be made on or by the next succeeding Business Day. Interest, fees andcharges (if any) thereon shall continue to accrue for the period from the due date that isnot a Business Day to that next succeeding Business Day.

3.7. Voluntary Prepayment of New FCA Obligations. In accordance with the terms andconditions set forth in the Forest Conservation Agreement, the GOI may prepay withoutany cost, premium or penalty all or any portion of the New FCA Obligations after givingat least thirty (30) days' prior notice to the Oversight Committee. Any such prepaymentshall be made at face value, with no discount for early payment.

3.8. Additional Costs. Except for those payments, fees, and costs that arise or may ariseunder Sections 3.1, 3.5, 3.6, 3.7, 5.1, and Article VI of this Agreement, no additionalfees, costs, or payments shall be charged by the USG to the GOI.

3.9. Payment Obligation Absolute. The payment obligations of the GOI hereunder constitutethe direct, unconditional and general obligations of the GOI backed by the full faith andcredit of the GOI.

3.10. No Assignment. The GOI shall not assign, delegate or otherwise transfer any obligationunder the New Obligations to any third party without the prior written consent of theUSG. Such consent by the USG shall not be unreasonably withheld or delayed.

ARTICLE IVCONDITIONS TO CLOSING

4.1. Conditions Precedent of the USG. The obligation of the USG to make the DebtReduction Payment and to substitute the New Obligations for the OutstandingObligations shall be subject to the fulfillment of each of the following conditionsperformed to the satisfaction of the USG, or waiver of the condition by the USG, on orprior to the Closing Date:

(a) Swap Fee Contractual Agreement. KEHATI and CI shall have executedand delivered the Swap Fee Contractual Agreement, such agreement shall be infull force and effect as of the Closing Date, and KEHATI and CI shall have dulyperformed and complied in all material respects with all agreements, covenantsand conditions applicable to it under the Swap Fee Contractual Agreement as ofthe Closing Date;

(b) Forest Conservation Agreement. The Forest Conservation Agreement shallhave been executed and delivered by the parties thereto and the conditions setforth in Section 3.2 of the Forest Conservation Agreement shall have beensatisfied or waived prior to, or concurrently with, the Closing;

(c) Payment under the Outstanding Obligations. The GOI shall have paid infull all amounts due under the Outstanding Obligations up to, but not including,the Closing Date;

(d) Wire Transfer Instructions. The USG and the GOI shall have receivedfrom the Depository wire transfer instructions with respect to the Debt ServiceAccount substantially in the form of Schedule C; and

(e) Other Documents. The USG shall have received from the 001 suchfurther documents, opinions and certificates as the USG shall reasonably request.

ARTICLE VADDITIONAL COVENANTS OF THE GOI AND THE USG

5.1. Imposition of Taxes on Execution and Delivery_ of this Agreement and on New FCAObligations. Under the current laws of the Republic of Indonesia, the execution anddelivery of this Agreement are not subject to any taxes, duties, fees, levies or otherassessments or charges imposed by the 001 or any local government, taxing authority, orsubdivision thereof in the Republic of Indonesia (collectively, "Taxes"). The GOI shallmake all Payments without any costs to the other Parties and without any deduction,compensation or set-off on account of any Taxes or otherwise. If the GOI is required bylaw or regulation of Indonesia to make any deduction or withholding from any Paymentto the Debt Service Account, or if any Payment is otherwise reduced by reason of anyTax, whether now in effect or enacted or imposed in the future, the GOI shall, togetherwith such Payment, pay such additional amount to the Debt Service Account as willensure that the Debt Service Account receives (net of any Tax or other deduction orwithholding) the full amount which it would have received if no such deduction,withholding or reduction had been required.

5.2. Consultation. The GOI agrees to consult with the USG, CI, and KEHATI beforeundertaking any action that could reasonably be expected to affect the activities of theAdministrator, the Depository, or the Oversight Committee.

5.3. Financial Reports. The GOI agrees to forward to the USG, upon request of the USG, allactivity reports, financial audits and other reports from the Administrator or theDepository provided to the GOI.

5.4. Audits and Evaluations. The GOI agrees to assist the USG in the satisfactoryperformance of any audits and evaluations of this TFCA program deemed necessary bythe USG in its sole discretion. Such audits and evaluations may be in addition to auditsand evaluations required under the Forest Conservation Agreement. The GOI further

agrees to assist the USG in obtaining any information requested by the USG for purposesof such audits and evaluations (such as the TFCA Evaluation Sheet). The GOI alsoagrees to assist the USG in remedying any deficiencies in the performance of this TFCAprogram identified by the USG through any such audits and evaluations (including theTFCA Evaluation Sheet). The USG agrees to consult with the Oversight Committee onthe deficiencies identified through such audits and evaluations (including the TFCAEvaluation Sheet) and on the solutions to remedy such deficiencies.

5.5. Notice of Amendment. The GOI shall promptly notify the USG of any proposedamendment to the Forest Conservation Agreement, and must obtain the USG's approvalprior to adopting any such proposed amendment.

5.6. Notice of Breach of Swap Fee Contractual Agreement. The USG shall promptly notifythe GOI of (a) any material breach of any covenants or obligations by CI or KEHATIunder the Swap Fee Contractual Agreement; or (b) any act or omission by CI or KEHATIthat comes to the attention of the USG and that is reasonably likely to give rise to amaterial breach of such agreement.

5.7. Public Availability. The USG and the 001 agree that this Agreement, the ForestConservation Agreement, and the Swap Fee Contractual Agreement, including allannexes, schedules and appendices thereof, may be made available to the public.

ARTICLE VIFAILURE TO MAKE PAYMENTS UNDER NEW FCA OBLIGATIONS

6.1. In the event that the GOI does not make full payment of any installment under the NewFCA Obligations when due under this Agreement (each such due date, a "Payment DueDate"), the GOI shall immediately commence discussions with the USG to resolve suchpayment default. In no event shall such discussions be commenced later than twenty-one(21) Business Days after the respective Payment Due Date. The GOI and the USG agreeto use their best efforts to find a mutually acceptable resolution.

6.2. In the event that the GOT and the USG are unable to find a mutually acceptable solutionwithin sixty (60) days following the Payment Due Date on which the GOI failed to makefull payment, the USG, in its sole discretion, may declare all, or any part of, futurepayments under the New FCA Obligations due and payable immediately in U.S. Dollars,in which case, such amounts shall be paid to the Depository for deposit into the DebtService Account for distribution in accordance with the Forest Conservation Agreement.

6.3. If, after one hundred twenty (120) days from the applicable Payment Due Date, the GOIstill has not paid all arrears under the New FCA Obligations, and any one of the followingevents has occurred: (a) the USG has not exercised its rights under Section 6.2 above; or(b) the USG has exercised its rights under Section 6.2, but has not made a claim for allfuture payments under the New FCA Obligations to be due and payable immediately inU.S. Dollars; then CI or KEHATI shall have the right to seek the enforcement of the NewFCA Obligations in accordance with Section 9.5.1 of the Forest Conservation Agreement.

ARTICLE VIICONSULTATION

7.1. Upon the written request of either Party, the Parties shall consult concerning theimplementation or interpretation of this Agreement. These consultations shall take placewithin thirty (30) days after a request for consultation is received from the other Party.

ARTICLE VIIIAMENDMENT AND NOTIFICATION

8.1 Amendment; Waiver. This Agreement may be amended with the written consent of bothParties. No provision of this Agreement may be waived orally, but only by a writteninstrument signed by both Parties. A failure or delay in exercising any right, power orprivilege with respect to this Agreement shall not be presumed to operate as a waiver, anda failure or delay in exercising a single or partial exercise of any right, power or privilegeshall not be presumed to preclude any subsequent or further exercise of that right, poweror privilege, or the exercise of any other right, power or privilege.

8.2 Notice. All notices, consents, requests, instructions, approvals, and othercommunications provided for herein shall be in writing and shall be deemed validly given(a) on the date of delivery when delivered by hand; (b) on the date of transmission whensent by facsimile transmission during normal business hours with telephone confirmationof receipt; or (c) on the date of receipt in accordance with the records of receipt of areputable overnight courier that maintains records of receipt, all addressed as set forthbelow (or to such other address as any Party shall have designated by notice in .accordance with this Section 8.2 to the other Party).

(a) To the USG:Deputy Assistant Secretary

for Environment and EnergyU.S. Department of the Treasury1500 Pennsylvania Avenue, N.W.Washington, D.C. 20220 U.S.A.(202) 622- 2000(telephone)(202) 622- 6728 (facsimile)

(b) To the G01:Director of FundsDirectorate General of Debt Management, MOFPrijadi Praptosuhardjo 11 Building, 3rd FloorJalan Lapangan Banteng Timur No. 2-4Jakarta 10710(6221) 3458289 (telephone)(6221) 3812859 (facsimile)

and

Director of Evaluation, Accountancy, and SettlementDirectorate General of Debt Management, MOPPrijadi Praptosuhardjo II Building, 2nd FloorJalan Lapangan Banteng Timur No. 2-4Jakarta 10710(6221) 3864778 (telephone)(6221) 3483712 (facsimile)

ARTICLE IXENTRY INTO FORCE AND TERMINATION

9.1 Entry into Force. This Agreement shall enter into force on the day immediately followingthe date of the last signature below ("Effective Date"). Each Party's signature belowevidences that all necessary domestic legal requirements for entry into force of theAgreement have been fulfilled under the respective Party's laws.

9.2 Termination. This Agreement shall terminate (a) on July 28, 2009, if the Effective Datehas not occurred on or before that date, or (b) on August 28, 2009, if the Closing has notoccurred on or before that date, or (c) if the Closing has occurred, upon the payment bythe GOI of all amounts due under this Agreement. In addition, a Party may terminate thisAgreement upon or after the termination of the Forest Conservation Agreement and theSwap Fee Contractual Agreement, provided that the Party intending to terminate thisAgreement (i) provides notice to the other Party at least seven calendar days in advance ofthe requested termination date which shall be a Business Day; and (ii) is not in defaultunder this Agreement, the Forest Conservation Agreement, or the Swap Fee ContractualAgreement; provided, however, that the GOI's payment obligations under Article III andSections 5.1, 6.1 and 6.2 of this Agreement shall not so terminate.

ARTICLE XOTHER PROVISIONS

10.1 Schedules. The following schedules are part of this Agreement:

Schedule A.1Schedule A.2

Schedule B

Schedule C

Payment Schedule for New USAID ObligationsPayment Schedule to the Depository for New FCAObligationsWire Transfer Instructions for New USAIDObligationsWire Transfer Instructions for Debt ServiceAccount

[End of text, signature page follows]

IN WITNESS WHEREOF the undersigned, being duly authorized by their respectiveGovernments, have executed and delivered this Agreement.

DONE at Jakarta, Indonesia, in the English language, this 30 th day of June, 2009.

FOR THE GOVERNMENT OF THE FOR THE GOVERNMENT OF THEUNITED STATES OF AMERICA: REPUBLIC OF INDONESIA:

DatotV440,. Date: 30 ?PAC V-009

Schedule A.1: Schedule of Payments to USAID under New USAID Obligations

Loan 497 T035

Scheduled ScheduledPayment Date Principal Interest1/13/2009 $ 68,697.41 $ 15,921.02

2/13/2010 $ 69,727.87 $ 14,890.56

8/13/2010 $ 70,773.79 $ 13,844.64

2/13/2011 $ 71,835.40 $ 12,783.03

8/13/2011 $ 72,912.92 $ 11,705.50

2/13/2012 $ 74,006.62 $ 10,611.81

8/13/2012 $ 75,116.72 $ 9,501.71

2/13/2013 $ 76,243.47 $ 8,374.96

8/132013 $ 77,387.12 $ 7,231.31

2/13/2014 $ 78,547.93 $ 6,070.50

8/13/2014 $ 79,726.15 $ 4,892.28

2/13/2015 $ 80,922.04 $ 3,696.39

8/13/2015 $ 82,135.87 $ 2,482.56

2/13/2016 $ 83,367.73 $ 1,250.52

TOTAL $ 1,061,401.04 $ 123,256.79

*see provisions relating to 497T035 August 2009Payment.

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SCHEDULE BWire Transfer Instructions

1. US Dollai wire transfers to USAID must be made from a foreign central bank to a U.S.bank which is "on-line" with the Federal Reserve. The Federal Reserve only deals with foreigncentral banks. The receiving U.S. bank must have an on-line connection with the FederalReserve.

The information supplied on the wire transfer must include:

a. USAID ABA No. = 021030004.

b. Federal Reserve Foreign Dept.Type Code = 15 = Payments from Foreign Central BanksType Code = 10 = Payments from Commercial Banks

c. ABA (Account) No. of sender.

d. US Dollar Amount

c. USAID Agency Location Code (ALC) = 72000001

f. Detail concerning purpose of payment

3. Questions: Federal Reserve/New York (212) 720-5840.

SCHEDULE CWire Transfer Instructions

The following information shall be included in the wire transfer instructions:

1. ABA# of bank

2. Name and Address of Bank

3. Attention:

4. Identifying Detail concerning Purpose of Payment (TFCA Debt Swap Agreementbetween the GOI and the USG Signed (date))