THE WORLD BANK IBRD , MA WORLDBANKGROUP OFFICIAL RODRIGO A CHAVES DOCUMENTS Country Director, Indonesia Letter No. CD-036/WB/CTF/III/2017 March 7, 2017 Ms. Emma Sri Martini President Director PT SARANA MULTI INFRASTRUKTUR (PERSERO) Sahid Sudirman Center, 48th Floor JI. Jend. Sudirman No. 86 Jakarta 10220, Indonesia Dear Ms. Martini: Re: CTF Grant TF0A4089 (Geothermal Energy Upstream Development Project) Additional Instructions: Disbursement I refer to the Grant Agreement ("Agreement") between the PT Sarana Multi Infrastruktur (Persero) (the "Recipient") and the International Bank for Reconstruction and Development (the "World Bank"), acting not in its individual capacity but solely in its capacity as an implementing agency of the Clean Technology Fund ("CTF"), for the above-referenced project, dated March 7, 2017. The Agreement provides that the World Bank may issue additional instructions regarding the withdrawal of the proceeds of CTF Grant TF0A4089 ("Grant"). This letter ("Disbursement Letter"), as revised from time to time, Anstitutes the additional instructions. The attached World Bank Disbursement Guidelines fbr Projects, dated May 1, 2006, ("Disbursement Guidelines") (Attachment 1), are an integral part of the Disbursement Letter. The manner in which the provisions in the Disbursement Guidelines apply to the Grant is specified below. Sections and subsections in parentheses below refer to the relevant sections and subsections in the Disbursement Guidelines and, unless otherwise defined in this letter, the capitalized terms used have the meanings ascribed to them in the Disbursement Guidelines. I. Disbursement Arrangements (i) Disbursement Methods (section 2). The following Disbursement Methods may be used under the Grant: * Reimbursement * Advance * Direct Payment * Special Commitment (ii) Disbursement Deadline Date (subsection 3.7). The Disbursement Deadline Date is four (4) months after the Closing Date specified in the Agreement. Any changes to this date will be notified by the World Bank. 1818 H Street NW - Washington. DC 20433 USA 2 of 9 CTF Grant TF0A4089 II. Withdrawal of Grant Proceeds (i) Authorized Signatures (subsection 3.1). An authorized signatory letter in the Form attached (Attachment 2) should be furnished to the World Bank at the address indicated below providing the name(s) and specimen signature(s) of the official(s) authorized to sign Applications: The World Bank Office Jakarta (WBOJ) Jakarta Stock Exchange Building, Tower 2, 1 2th Floor JL. Jenderal Sudirman Kay. 52-53, Jakarta 12190, Indonesia Attention: Country Director (ii) Applications (subsections 3.2 - 3.3). Please provide completed and signed: (a) applications for withdrawal, together with supporting documents; and (b) applications for special commitments, together with a copy of the commercial bank letter of credit, to the address indicated below: The World Bank Office Jakarta (WBOJ) Jakarta Stock Exchange Building, Tower 2, 1 2th Floor JL. Jenderal Sudirman Kay. 52-53, Jakarta 12190, Indonesia Attention: Disbursement Team (iii) Electronic Delivery (subsection 3.4) The World Bank may permit the Recipient to electronically deliver to the World Bank Applications (with supporting documents) through the World Bank's Client Connection, web-based portal. The option to deliver Applications to the World Bank by electronic means may be effected if: (a) the Recipient has designated in writing, pursuant to the terms of subparagraph (i) of this Section, its officials who are authorized to sign and deliver Applications and to receive secure identification credentials ("SIDC") from the World Bank for the purpose of delivering such Applications by electronic means; and (b) all such officials designated by the Recipient have registered as users of Client Connection. If the World Bank agrees, the World Bank will provide the Recipient with SIDC for the designated officials. Following which, the designated officials may deliver Applications electronically by completing Form 2380, which is accessible through Client Connection (https: clicnitconIlect ion. x0rl idhank. org). The Recipient may continue to exercise the option of preparing and delivering Applications in paper form. The World Bank reserves the right and may, in its sole discretion, temporarily or permanently disallow the electronic delivery of Applications by the Recipient. (iv) Terms and Conditions of Use of SIDC to Process Applications. By designating officials to use SIDC and by choosing to deliver the Applications electronically, the Recipient confirms through the authorized signatory letter its agreement to: (a) abide by the Terms and Conditions of Use ofSecure Identification Credentials in connection with Use of Electronic Means to Process Applications and Supporting Documentation ("Terms and Conditions of Use of Secure Identification Credentials") provided in Attachment 3; and (b) to cause such official to abide by those terms and conditions. (v) Minimum Value of Applications (subsection 3.5). The Minimum Value of Applications for direct payment, reimbursement and special commitment is USD100,000. 3 of 9 CTF Grant TF0A4089 (vi) Advance (sections 5 and 6). * Type ofDesignated Account (subsection 5.3): Segregated. One (1) segregated designated account will be established for the Project and managed by the Recipient. * Currency of Designated Account (subsection 5.4): USD. * Financial Institution at which the Designated Account Will Be Opened (subsection 5.5): A commercial bank / financial institution acceptable to the World Bank. * Ceiling (subsection 6.1): Variable and based on forecast for two (2) quarters as provided in the quarterly Interim Financial Report. III. Reporting on Use of Grant Proceeds (i) Supporting Documentation (section 4). Supporting documentation should be provided with each application for withdrawal as set out below: * For requests for Reimbursement: o List of payments against contracts that are subject to the World Bank's prior review, in the form attached (Attachment 4, Statement 1-B) o Statement of Expenditure in the form attached (Attachment 4, Statement 1-C and 1- C2) for all other contracts and/or expenditures; o Interim Financial Reports in the form attached (Attachment 4, Statement IFR-1 and IFR-2) * For reporting eligible expenditures paid from the Designated Account: o List of payments against contracts that are subject to the World Bank's prior review, in the form attached (Attachment 4, Statement I -B); o Statement of Expenditure in the form attached (Attachment 4, Statement 1-C and 1- C2) for all other contracts and/or expenditures; o Statement of Project Cash Forecast (Attachment 4, Statement I -D); o Interim Financial Reports in the form attached (Attachment 4, Statement IFR-1 and IFR-2); and o Designated Account Reconciliation Statement in the form attached (Attachment 4, Statement 1-A) and bank statements. * For requests for Direct Payment: Records evidencing eligible expenditures, e.g., copies of receipts, supplier invoices 4 of 9 CTF Grant TF0A4089 (ii) Frequency of Reporting Eligible Expenditures Paid from the Designated Account (subsection 6.3): The period set out in the Agreement for provision of Interim Financial Reports, i.e. quarterly. IV. Other Important Information For additional information on disbursement arrangements, please refer to the Disbursement Handbook available on the World Bank's public website at littps: wx xwwxk.k_orldbank.org and its secure website "Client Connection" at hittps: clicntconnection. orildhnk.oig. Print copies are available upon request. If you have not already done so, the World Bank recommends that you register as a user of the Client Connection website (littps: clientconnction.w orlbnkorg). From this website you will be able to prepare and deliver Applications, monitor the near real-time status of the Grant, and retrieve related policy, financial, and procurement information. All Recipient officials authorized to sign and deliver Applications by electronic means are required to register with Client Connection before electronic delivery can be effected. For more information about the website and registration arrangements, please contact the World Bank by email at . If you have any queries in relation to the above, please contact Chau-Ching Shen, Senior Finance Officer at FA[NH a k orldbank.org or the Disbursement Team in WBOJ using the above reference. Yours sincerel Rodrigo C ve Country Director, ia Attachments 1. World Bank Disbursement Guidelines for Projects, dated May 1, 2006 2. Form for Authorized Signatures 3. Terms and Conditions of Use of Secure Identification Credentials in connection with Use of Electronic Means to Process Applications and Supporting Documentation, dated March 1, 2013 4. Form of Interim Financial Report Cc: PT Sarana Multi Infrastruktur (SMI) Sahid Sudirman Center Lantai 47-48, Jl. Jend. Sudirman No. 86, gangan@ptsmi.co.id 5 of 9 CTF Grant TF0A4089 Attachment 2 Form of Authorized Signatory Letter [Letterhead] PT Sarana Multi Infrastruktur (Persero) [Street address] [City] [Country] [DATE] The World Bank Office Jakarta (WBOJ) Jakarta Stock Exchange Building, Tower 2, 12th Floor JL. Jenderal Sudirman Kay. 52-53, Jakarta 12190, Indonesia Attention: Country Director Re: CTF Grant No. TF0A4089 (Geothermal Energy Upstream Development Project) I refer to the Loan Agreement ("Agreement") between the PT Sarana Multi Infrastruktur (Persero) (the "Recipient") and the International Bank for Reconstruction and Development (the "World Bank"), dated _ , providing the above Loan. For the purposes of Section 3.04 (b) of the Standard Conditions, as defined in the Agreement, any '[one] of the persons whose authenticated specimen signatures appear below is authorized on behalf of the Borrower to sign applications for withdrawal and applications for a special commitment under this Loan. For the purpose of delivering Applications to the Bank, 2[each] of the persons whose authenticated specimen signatures appears below is authorized on behalf of the Borrower, acting 3[individually] 4 Uointly], to deliver Applications, and evidence in support thereof on the terms and conditions specified by the Bank. [This confirms that the Borrower is authorizing such persons to accept Secure Identification Credentials (SIDC) and to deliver the Applications and supporting documents to the Bank by electronic means. In full recognition that the Bank shall rely upon such representations and warranties, including without limitation, the representations and warranties contained in the Terms and Conditions of Use of ' Instruction to the Borrower: Stipulate if more than one person needs to sign Applications, and how many or which positions, and if any thresholds apply. Please delete this fbotnote in final letter that is sent to the Bank. 2 Instruction to the Borrower: Stipulate if more than one person needs to jointly sign Applications, if so, please indicate the actual number. Please delete this footnote in final letter that is sent to the Bank. Instruction to the Borrower: Use this bracket if any one of the authorized persons may sign; if this is not applicable, please delete. Please delete this footnote in final letter that is sent to the Bank. 4 Instruction to the Borrower: Use this bracket only if several individuals must jointly sign each Application; if this is not applicable, please delete. Please delete this footnote in final letter that is sent to the Bank. s Instruction to the Borrower: Add this paragraph if the Borrower wishes to authorize the listed persons to accept Secure Identification Credentials and to deliver Applications by electronic means; if this is not applicable, please delete the paragraph. Please delete this footnote in final letter that is sent to the Bank. 6 of 9 CTF Grant TF0A4089 Secure Identification Credentials in connection with Use ofElectronic Means to Process Applications and Supporting Documentation ("Terms and Conditions of Use of SIDC"), the Borrower represents and warrants to the Bank that it will cause such persons to abide by those terms and conditions.] This Authorization replaces and supersedes any Authorization currently in the Bank records with respect to this Agreement. [Name], [position] Specimen Signature: [Name], [position] Specimen Signature: [Name], [position] Specimen Signature: Yours truly, / signed / [Position] 7 of 9 CTF Grant TF0A4089 Attachment 3 Terms and Conditions of Use of Secure Identification Credentials in connection with Use of Electronic Means to Process Applications and Supporting Documentation March 1, 2013 The World Bank (Bank)' will provide secure identification credentials (SIDC) to permit the Borrower7 to deliver applications for withdrawal and applications for special commitments under the Agreement(s) and supporting documentation (such applications and supporting documentation together referred to in these Terms and Conditions of Use as Applications) to the Bank electronically, on the terms and conditions of use specified herein. SIDC can be either: (a) hardware-based (Physical Token), or (b) software-based (Soft Token). The Bank reserves the right to determine which type of SIDC is most appropriate. A. Identification of Users. 1. The Borrower will be required to identify in a completed Authorized Signatory Letter (ASL) duly delivered to and received by the Bank each person who will be authorized to deliver Applications. The Bank will provide SIDC to each person identified in the ASL (Signatory), as provided below. The Borrower shall also immediately notify the Bank if a Signatory is no longer authorized by the Borrower to act as a Signatory. 2. Each Signatory must register as a user on the Bank's Client Connection (CC) website (hilp. clicntconnectlion. orldbanlk.org) prior to receipt of his/her SIDC. Registration on CC will require that the Signatory establish a CC password (CC Password). The Signatory shall not reveal his/her CC Password to anyone or store or record the CC Password in written or other form. Upon registration as a CC user, the Signatory will be assigned a unique identifying account name. B. Initialization of SIDC. 1. Prior to initialization of SIDC by a Signatory, the Signatory will acknowledge having read, understood and agreed to be bound by these Terms and Conditions of Use. 2. Where a Physical Token is to be used, promptly upon receipt of the Physical Token, the Signatory will access CC using his/her account name and CC Password and register his/her Physical Token and set a personal identification number (PIN) to be used in connection with the use of his/her Physical Token, after which the Physical Token will be initialized for use by 6 "Bank" includes IBRD and IDA. "Borrower" includes the borrower of an IBRD loan, IDA credit, or Project Preparation Facility advance and the recipient of a grant. 8 of 9 CTF Grant TF0A4089 the Signatory exclusively for purposes of delivering Applications. Where a Soft Token is to be used, the Signatory will access CC using his/her account name and CC Password and set a personal identification number (PIN) to be used in connection with the use of his/her Soft Token, after which the Soft Token will be initialized for use by the Signatory exclusively for purposes of delivering Applications. Upon initialization of the SIDC, the Signatory will be a "SIDC User". The Bank will maintain in its database a user account (Account) for each SIDC User for purposes of managing the SIDC of the SIDC User. Neither the Borrower nor the SIDC User will have any access to the Account. 3. Prior to first use of the SIDC by the SIDC User, the Borrower shall ensure that the SIDC User has received training materials provided by the Bank in use of the SIDC. C. Use of SIDC. 1. Use of the SIDC is strictly limited to use in the delivery of Applications by the SIDC User in the manner prescribed by the Bank in the Agreement(s) and these Terms and Conditions. Any other use of the SIDC is prohibited. 2. The Bank assumes no responsibility or liability whatsoever for any misuse of the SIDC by the SIDC User, other representatives of the Borrower, or third parties. 3. The Borrower undertakes to ensure, and represents and warrants to the Bank (such representation and warranty being expressly relied upon by the Bank in granting SIDC) that each SIDC User understands and will abide by, these Terms and Conditions of Use, including without limitation the following: 4. Security 4.1. The SIDC User shall not reveal his/her PIN to anyone or store or record the PIN in written or other form. 4.2. The SIDC User shall not allow anyone else to utilize his/her SIDC to deliver an Application to the Bank. 4.3. The SIDC User shall always logout from CC when not using the system. Failure to logout properly can create a route into the system that is unprotected. 4.4. If the SIDC User believes a third party has learned his/her PIN or has lost his/her Physical Token he/she shall immediately notify clieinconnectiona \Worldbank.org. 4.5. The Borrower shall immediately notify the Bank at clicntconnectionwa worldbank.org of any lost, stolen or compromised SIDC, and take other reasonable steps to ensure such SIDC are disabled immediately. 9 of 9 CTF Grant TF0A4089 5. Reservation of Right to Disable SIDC 5.1. The Borrower shall reserve the right to revoke the authorization of a SIDC User to use a SIDC for any reason. 5.2. The Bank reserves the right, in its sole discretion, to temporarily or permanently disable a SIDC, de-activate a SIDC User's Account or both. 6. Care of Physical Tokens 6.1. Physical Tokens will remain the property of the Bank. 6.2. The Bank will physically deliver a Physical Token to each Signatory designated to receive one in a manner to be determined by and satisfactory to the Bank. 6.3. Physical Tokens contain delicate and sophisticated instrumentation and therefore should be handled with due care, and should not be immersed in liquids, exposed to extreme temperatures, crushed or bent. Also, Physical Tokens should be kept more than five (5) cm from devices that generate electromagnetic radiation (EMR), such as mobile phones, phone- enabled PDAs, smart phones and other similar devices. Physical Tokens should be carried and stored separate from any EMR device. At close range (less than 5 cm), these devices can output high levels of EMR that can interfere with the proper operation of electronic equipment, including the Physical Token. 6.4. Without derogating from these Terms and Conditions of Use, other technical instructions on the proper use and care of Physical Tokens are available at http://www.rsa.com. 7. Replacement 7.1. Lost, damaged, compromised (in terms of 4.5, above) or destroyed Physical Tokens will be replaced at the expense of the Borrower. 7.2. The Bank reserves the right, in its sole discretion, not to replace any Physical Token in the case of misuse, or not to reactivate a SIDC User's Account. 1-Al Geothermal Energy Upstream Development Project TF 0A4089 (Clean Technology Fund) Special Account Activity Statement For the Reporting Period [mm/dd/yy] - [mm/dd/yy] Special Account No: USD Part I 1. Cummulative advance to end of current reporting period 2. Cummulative expenditures to end of last reporting period - 3. Outstanding advance to be accounted (1-2) - Part II 4. Opening SA balanced at beginning of reporting period as of ........... 20.... 5. Add/Substract: Cummulative adjustments (if any) * - 6. Advances from the World Bank during reporting period - 7. Add 5and6 8. Outstanding advances to be accounted for (4+7) - 9. Closing SA balance at end of current reporting (as of .........., 20...) 10. Add/substract: Cummulative adjusments (if any) ** 11. Expenditures for current reporting period - 12. Add 10+11 - 13. Add 9+12 - 14. Difference (if any) 8-13 * Part III 15. Total Forecasted amount to be paid by World Bank 16. Less: Closing SA balance after adjusment - 17. Add/substract: Cummulative adjusments (if any) **** 18. Add 16+17 19. Cash requirement from WB for next six months (15-18) - 20. Round Down Note *Explanation for item 5 (if not zero): IFMVR & AW Ref. Amount (+/-) *Explanation for item 10 (if not Zero): IFMVR & AW Ref. Amount (+/-) **Explanation for item 14 (if not Zero): JFMR & AW Ref. Amount (+/-) ***Explanation for item 17 (if not Zero): [FMR & AW Ref. Amount (+/-) 1-B Geothermal Energy Upstream Development Project TF 0A4086 & TF A0A4089 Summary Sheet for Payment of Contract Subject to Prior Review Quarter: [mm/dd/yy) Ln/Cr/TF No.: Sheet No.: 12 3 4 5 6 7 8 9 10 11 12 13 Disbursement Category Cross-Ref Date of Contract Supplier/ Contract Total Amount WB Amount of Exchange Amount WB's Item Payment Payment No. Contractor Value Paid to Financing WB portion Rate Charged contract at N o No. and Date Name (incl. VAT) Contractor % paid Applied to SA ref. C os t(USD eqv) Clean Technology Fund (CTF) (1) Goods, works, Operating Costs, land acquisition, non-consulting services and consultants services under Part 1 of the Project Subtotal Global Environmental Facility (2) Goods, non-consulting services and consultants services under Part 2 of the Project Subtotal GRAND TOTAL I-C Geothermal Energy Upstream Development Project TF 0A4086 & TF 0A4089 Statement of Expenditures Detail Expenditures for Contracts Not Subject to Prior Review Quarter: [mm/dd/yyl Ln/Cr/TF No.: Sheet No.: 1 2 3 4 5 6 7 8 9 10 11 12 Cross-Ref Date of Contract Supplier/ Contract Total Amount WB Amount of Exchange Amount Item Disbursement Category Payment Payment No. Contractor Value Paid to Financing WB portion Rate Charged No. Cat No. Description No. and Date Name (incl. Add) Contractor % paid Applied to SA Cat No. (USD eqv) Clean Technology Fund (CTF) (1) Goods, works, Operating Costs, land acquisition, non consulting services and consultants services under Part 1 of the Project Subtotal Global Environmental Facility (2) Goods, non-consulting services and consultants services under Part 2 of the Project Subtotal GRAND TOTAL 1-D Geothermal Energy Upstream Development Project TF 0A4086 & TF 0A4089 Project Cash Forecast For the Quarter Ending [mm/dd/yy] Ln/Cr/TF No.: Sheet No.: (a) (b) (c)=(a)+(b) (d) (e) Cash Cash Total Cash WB WB Requirement for Quarter Cash Requirement for Requirement for next two Cash Requirement next Cash Requirement next No. Disbursement Category ending Quarter ending quarters two quarters two quarters ..........., 20.... ................., 20..... (six months) (six months) (six months) (IDR) (IDR) (IDR) (IDR) (USD) Clean Technology Fund (CTF) (1) Goods, works, Operating Costs, land acquisition, non-consulting services and consultants services under Part 1 of the Project Global Environmental Facility (2) Goods, non-consulting services and consultants services under Part 2 of the Project NOTE: Exchange rate applied = Rp .............. USD CTC WINRIP Geothermal Energy Upstream Development Project Disbursement and Expenditures Status For the Quarter ending (mm/dd/yy) Form 1 - E TF A04086 & TF A04089 in .... Detail of Grant Expenditures Remaining Grant Category Allocation Disbursement Cunent Cumulative Expenditures not yet Remaining Amount of Grant Cat quarter to date replenish Contract Allocation 1 2 3 4 5 6 7 8=3-6 9 Clean Technology Fund (CTF) 1 Goods, works, Operating Costs, land acquisition, non-consulting services and consultants services under Part 1 of the Project Global Environmental Facility (GEF) 2 Goods, non-consulting services and consultants services under Part 2 of the Project Note: Form IFR for TF 0A4086 and TF 0A4089.xlsx Page 1 of 1 3/2/2017-11 41 AM CTC WINRIP Geothermal Energy Upstream Development Project Summary Statement Form I - F Expenditures for Contracts Subject to Prior Review For the Quarter ending (mm/dd/yy) TF A04086 & TF AO4089 Reh o m Paymt,CITF Paym..GEF - Com bam rftAmumt muNumrr/AAmutt mtr/ mug 2 TOTAL NR IM , TF 0A4086 a TF 0A4089 f0 Peu Iof t 312/2017-11 43 AM IFR-1 Geothermal Energy Upstream Development Project TF A04086 & TF A04089 Project Sources and Uses of Funds for the quarter ending [mm/dd/yy] currency: Ln/Cr/TF No.: Sheet No.: Actual / i Planned Variance% Current Year-To Cumulative Current Year-To Cumulative Current Year-To Cumulative Quarter Date To-Date Quarter Date To-Date Quarter Date To-Date 1 2 3 4 5 6 7=1/4 8=2/5 9=3/6 Sources of Funds 1 Clean Technology Fund 2 Global Environmental Facility 3 Geothermal infrastructure fund (GIF) Total Sources of Funds - Uses of Funds (by Category) 1 Goods, works, Operating Costs, land acquisition, non- consulting services and consultants services under Part 1 of the Project 2 Goods, non-consulting services and consultants services under Part 2 of the Project 3 Geothermal Infrastructure Fund (GIF) Grand Total IFR-2 Geothermal energy Upstream Development Project TF 0A4086 & TF 0A4089 Project Uses of Funds by Category for the quarter ending [mm/dd/yy] Ln/Cr/TF No.: Sheet No.: Expenditures in the Current Quarter Reimburs charged to WB charged to WB Uses of Funds (by Category) */ Total GIF GEF ement Outstanding Sp.Acc Sp.Acct Rp Rp Rp Rp Rp Rp US$ 1 2 3 4 5 6 7 Clean Technology Fund (CTF) 1 Goods, works, Operating Costs, land acquisition, non-consulting services and consultants services under Part 1 of the Project Global Environmental Facility 2 Goods, non-consulting services and consultants services under Part 2 of the Project 3 Geothermal Infrastructure Fund I Total Uses of Fund Average Exchange rate: Expenditures in Year to Date a GI GF TReimburs Outstanding charged to WB charged to WB I I Total GIF GEF Uses of Funds (by Category) */ement Sp.Acc Sp.Acct Rp Rp Rp Rp Rp Rp US$ 8 9 10 11 12 13 14 Clean Technology Fund (CTF) - - 1 Goods, works, Operating Costs, land acquisition, non-consulting services and consultants services under Part 1 of the Project Global Environmental Facility 2 Goods, non-consulting services and consultants services under Part 2 of the Project 3 Geothermal Infrastructure Fund EaTotal Uses of Fund Average Exchange rate: Cumulative Expenditures to Date Total GIF GEF Reimburs Outstanding charged to WB charged to WB Uses of Funds (by Category) */ ement Sp.Acc Sp.Acct Rp Rp Rp Rp Rp Rp US$ 15 16 17 18 19 20 21 Clean Technology Fund (CTF) - 1 Goods, works, Operating Costs, land acquisition, non-consulting services and consultants services under Part 1 of the Project Global Environmental Facility 2 Goods, non-consulting services and consultants services under Part 2 of the Project 3 Geothermal Infrastructure Fund ITotal Uses of Fund Average Exchange rate: */ Please have a seperate line item if the WB' financing percentage is different