20-F 2007 PDF

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FORM 20-F
PT Indosat Tbk - IIT
Filed: May 05, 2008 (period: December 31, 2007)
Annual and transition report of foreign private issuers pursuant to sections 13 or 15(d)
Table of Contents
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 20-F
ANNUAL REPORT
PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2007 Commission file number: 1-3330
PT Indosat Tbk
(Exact name of Registrant as specified in its charter)
REPUBLIC OF INDONESIA
(Jurisdiction of incorporation or organization)
Indosat Building
Jalan Medan Merdeka Barat, 21
Jakarta 10110—Indonesia
(62-21) 3802614
(Address and telephone number of principal executive offices)
Securities registered pursuant to Section 12(b) of the Act.
Name of each exchange

Title of each Class on which registered
American Depositary Shares, each representing 50 Series B shares, par New York Stock Exchange
value Rp100 per share
Series B shares, par value Rp100 per share New York Stock Exchange*
Securities registered or to be registered pursuant to Section 12(g) of the Act.
None
Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act.
None
Indicate the number of outstanding shares of each of the issuer’s classes of capital or common stock as of the close of the period covered by the annual
report.
Series A shares, par value Rp100 per share 1

Series B shares, par value Rp100 per share 5,433,933,499
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.
Yes ⌧ No �
If this report is annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the
Securities Exchange Act of the Securities Exchange Act of 1934.
Yes � No ⌧
Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934
during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.
Yes ⌧ No �
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of “accelerated filer
and large accelerated filer” in Rule 12b-2 of the Exchange Act.
Large accelerated filer ⌧ Accelerated filer � Non-accelerated filer �
Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing:
U.S. GAAP � International Financial Reporting Standards as issued by the International Accounting Standards Board � Other ⌧
Indicate by check mark which financial statement item the Registrant has elected to follow.
Item 17 ⌧ Item 18 �
If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
Yes � No ⌧
Source: PT Indosat Tbk, 20-F, May 05, 2008 Powered by Morningstar® Document Research℠
* The Series B shares were registered in connection with the registration of the American Depositary Shares and are not listed for trading on the New York
Stock Exchange.
Table of Contents
TABLE OF CONTENTS
Page
CERTAIN DEFINITIONS, CONVENTIONS AND GENERAL INFORMATION ii
FORWARD-LOOKING STATEMENTS ii
GLOSSARY iii
PART I
Item 1: IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS 1
Item 2: OFFER STATISTICS AND EXPECTED TIMETABLE 1
Item 3: KEY INFORMATION 1
Item 4: INFORMATION ON THE COMPANY 23
Item 5: OPERATING AND FINANCIAL REVIEW AND PROSPECTS 65
Item 6: DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES 85
Item 7: MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS 93
Item 8: FINANCIAL INFORMATION 95
Item 9: THE OFFER AND LISTING 98
Item 10: ADDITIONAL INFORMATION 101
Item 11: QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK 112
Item 12: DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES 117
PART II
Item 13: DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES 118
Item 14: MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS 118
Item 15: CONTROLS AND PROCEDURES 118
Item 16A: AUDIT COMMITTEE FINANCIAL EXPERT 119
Item 16B: CODE OF ETHICS 119
Item 16C: PRINCIPAL ACCOUNTANT FEES AND SERVICES 119
Item 16D: EXEMPTIONS FROM THE LISTING STANDARDS FOR AUDIT COMMITTEES 120
Item 16E: PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PURCHASERS 120
PART III
Item 17: FINANCIAL STATEMENTS 121
Item 18: FINANCIAL STATEMENTS 121
Item 19: EXHIBITS 121
Table of Contents
CERTAIN DEFINITIONS, CONVENTIONS AND GENERAL INFORMATION
Unless the context otherwise requires, references in this Form 20-F to the “Company,” “we,” “us,” and “our” are to PT Indosat Tbk and its consolidated
subsidiaries. All references to “Indonesia” are references to the Republic of Indonesia. All references to the “Government” herein are references to the
Government of Indonesia. References to “United States” or “U.S.” are to the United States of America. References to “United Kingdom” are to the United
Kingdom of Great Britain and Northern Ireland. References to “Indonesian rupiah” or “Rp” are to the lawful currency of Indonesia and references to “U.S.
dollars” or “US$” are to the lawful currency of the United States. Certain figures (including percentages) have been rounded for convenience, and therefore
indicated and actual sums, quotients, percentages and ratios may differ. Unless otherwise indicated, all of our financial information has been presented in
Indonesian rupiah in accordance with Indonesian GAAP.
Solely for the convenience of the reader, certain Indonesian rupiah amounts have been translated into U.S. dollars at specified rates. Unless otherwise
indicated, U.S. dollar equivalent information for amounts in Indonesian rupiah is translated at the Indonesian Central Bank Rate for December 31, 2007, which
was Rp9,393 to US$1.00. The exchange rate of Indonesian rupiah for U.S. dollars on April 28, 2008 was approximately Rp9,239 to US$1.00. The Federal
Reserve Bank of New York does not certify for customs purposes a noon buying rate for cable transfers in Indonesian rupiah. No representation is made that the
Indonesian rupiah or U.S. dollar amounts shown herein could have been or could be converted into U.S. dollars or Indonesian rupiah, as the case may be, at any
particular rate or at all. See “Item 3: Key Information—Exchange Rate Information” for further information regarding rates of exchange between Indonesian
rupiah and U.S. dollars.
FORWARD-LOOKING STATEMENTS
This Form 20-F contains “forward-looking statements,” as defined in Section 27A of the Securities Act, Section 21E of the U.S. Securities Exchange Act
of 1934, as amended (the “Exchange Act”) and within the meaning of the Private Securities Litigation Reform Act of 1995, including statements regarding our
expectations and projections for our future operating performance and business prospects. The words “believe,” “expect,” “anticipate,” “estimate,” “project,” and
similar words identify forward-looking statements. In addition, all statements other than statements of historical facts included in this Form 20-F are
forward-looking statements. Although we believe that the expectations reflected in the forward-looking statements herein are reasonable, we can give no
assurance that such expectations will prove to be correct. These forward-looking statements are subject to a number of risks and uncertainties, including changes
in the economic, social and political environments in Indonesia. This Form 20-F discloses, under “Item 3: Key Information—Risk Factors” and elsewhere,
important factors that could cause actual results to differ materially from our expectations.
ii
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GLOSSARY
The explanations of technical terms set forth below are intended to assist you to understand such terms, but are not intended to be technical definitions.
“3G” third-generation telecommunications services
“analog” a signal, whether voice, video or data, which is transmitted in similar, or analogous signals; commonly
used to describe telephone transmission and/or switching services that are not digital
“ARPU” Average Revenue Per User, an evaluation statistic for a network operator’s subscriber base
“ATM” Asynchronous Transfer Mode, the standard packet-switching protocol for transmitting and receiving data
via uniform 53-byte cells, allowing for data transmission speeds surpassing 600 MBps
“backbone” the highest level in hierarchical network and designed to carry the heaviest traffic. Backbones are either
switched (using ATM, frame relay or both) or routed (using only routers and no switches). The
transmission links between nodes or switching facilities might consist of microwave, submarine cable,
satellite, optical fiber or other transmission technology
“bandwidth” the capacity of a communication link
“base station controller” the controlling equipment in a 2G network that coordinates the operation of multiple BTS’s
“base station subsystem” the section of a cellular telephone network which is responsible for handling traffic and signaling
between a mobile phone and a network switching subsystem
“BTS” Base Transceiver Station, the electronic equipment housed in cabinets, including an air-conditioning
unit, heating unit, electrical supply, telephone hook-up and auxiliary power supply, that together with
antennas comprises a personal communications services facility
“CDMA” Code Division Multiple Access, a transmission technology where each transmission is sent over multiple
frequencies and a unique code is assigned to each data or voice transmission, allowing multiple users to
share the same frequency spectrum
“churn” the subscriber disconnections for a given period, determined by dividing the sum of voluntary and
involuntary deactivations during the period by the average number of subscribers for the same period
“circuit” the physical connection (or path) of channels, conductors and equipment between two given points
through which an electric current may be established and including both sending and receiving
capabilities
“dBW” decibel referencing one watt
iii
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“digital” a method of storing, processing and transmitting information through the use of distinct electronic or
optical pulses that represent the binary digits 0 and 1. Digital transmission and switching technologies
employ a sequence of these pulses to represent information as opposed to the continuously variable
analog signal. Compared to analog networks, digital networks allow for greater capacity, lower
interference, protection against eavesdropping and automatic error correction
“DLD” Domestic Long-distance, long-distance telecommunications services within one country, including
telephone calls and leased line services
“EDGE” Enhanced Data GSM Environment, a faster version of the Global System for GSM wireless service
designed to deliver data at rates up to 384 Kbps thereby enabling the delivery of multimedia and other
broadband applications to mobile users
“erlang” is a unit of measurement of telephone traffic equal to one hour of conversation
“fiber optic cable” a transmission medium constructed from extremely pure and consistent glass through which digital
signals are transmitted as pulses of light. Fiber optic cables offer greater transmission capacity and lower
signal distortion than traditional copper cables
“frame relay” a form of packet switching using larger packets and requiring more sophisticated error checking than
traditional forms of packet switching (also referred to as “frame net” in our audited consolidated
financial statements included elsewhere in this annual report)
“FWA” Fixed Wireless Service, a limited mobility service that links to an area code
“Fixed Telecommunication” also referred to as “fixed voice service” and includes IDD, DLD and fixed local service. This service
also includes fixed wireless service
“GPRS” General Packet Radio Service, a standard for cellular communications which supports a wide range of
bandwidths and is particularly suited for sending and receiving data, including e-mail and other high
bandwidth applications
“GSM” Global System for Mobile Communications, a digital cellular telecommunications system standardized
by the European Telecommunications Standards Institute based on digital transmission and cellular
network architecture with roaming in use throughout Europe, in Japan and in various other countries
“IDD” International Direct Dialing, a telecommunications service that allows a user to make international
long-distance calls without using an operator
“interconnection” practice of allowing a competing telecommunications operator to connect its network to the network or
network elements of certain other telecommunications operators to enable the termination of traffic
originated by customers of the competing telecommunications operator’s network to the customers of
the other telecommunications operator’s network
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“IP VPN” Internet Protocol Virtual Private Network, a service which enables subscribers to establish the equivalent
of an international private automatic branch exchange, or PABX, system, allowing international
abbreviated dialing and other PABX features
“ISP” Internet Service Provider, a company that provides access to the Internet by providing the interface to
the Internet backbone
3
“Kbps” kilobits (10 ) per second, a measure of digital transmission speed
“LAN” Local Area Network, a short-distance network designed to connect computers within a localized
environment to enable the sharing of data and other communication
6
“Mbps” megabits (10 ) per second, a measure of digital transmission speed
“MMS” Multimedia Messaging Services, a cellular telecommunications system that allows SMS messages to
include graphics, audio or video components
“media gateway” a translation unit between telecommunications networks using different standards, such as PSTN, next
generation networks and radio access networks
“MIDI” fixed data services, which include multimedia, data communications and Internet
“MPLS” Multi-Protocol Label Switching, a data communication network platform technology that increases the
efficiency of data traffic flow through a traffic management pattern that classifies data based on its
application
“network infrastructure” the fixed infrastructure equipment consisting of optical fiber cable, copper cable, transmission
equipment, multiplexing equipment, switches, radio transceivers, antennas, management information
systems and other equipment that receives, transmits and processes signals from and to subscriber
equipment and/or between wireless networks and fixed networks
“Node B” a BTS for a 3G network
“PSTN” Public Switched Telephone Network, a fixed telephone network operated and maintained by Perusahaan
Perseroan (Persero) PT Telekomunikasi Indonesia Tbk
“RIO” Reference Interconnect Offer, a regulatory term covering all facilities including interconnection tariffs,
technical facilities and other administrative issues offered by one telecommunications operator to other
telecommunications operators for interconnection access.
“roaming” the cellular telecommunications feature that permits subscribers of one network to use their mobile
handsets and telephone numbers when in a region with cellular network coverage provided by a
third-party provider
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RNC Radio Network Controllers, the controlling equipment in a 3G network that coordinates the operation of
multiple Node Bs
“SIM” or “SIM card” Subscriber Identity Module, the “smart” card designed to be inserted into a mobile handset containing all
subscriber-related data such as phone numbers, service details and memory for storing messages
“SMS” Short Message Service, a means to send or receive alphanumeric messages to or from mobile handsets
“VoIP” Voice over Internet Protocol, a means of sending voice information using Internet protocol. The voice
information is transmitted in discrete packets in digital form rather than the traditional circuit-committed
protocols of the PSTN, thereby avoiding the tolls charged by conventional long-distance service
providers
“VSAT” Very Small Aperture Terminal, a relatively small satellite dish, typically 1.5 to 3.8 meters in diameter,
placed at users’ premises and used for two-way data communications using satellite
“WAP” Wireless Application Protocol, an open and global standard of technology platform that enables mobile
users to access and interact with mobile information services such as e-mail, websites, financial
information, on-line banking information, entertainment (infotainment), games and micro-payments
“x.25” a widely used data packet-switching standard that has been partially replaced by frame relay services
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PART I
Item 1: IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS

Not applicable.
Item 2: OFFER STATISTICS AND EXPECTED TIMETABLE

Not applicable.
Item 3: KEY INFORMATION

Selected Financial Data
The following table presents our selected consolidated financial information and operating statistics as of the dates and for each of the periods indicated.
This financial information should be read in conjunction with, and is qualified in its entirety by reference to, our audited consolidated financial statements,
including the notes thereto, and the other information included elsewhere in this annual report. The year-end financial information is based upon our audited
consolidated financial statements as of December 31, 2003, 2004, 2005, 2006 and 2007 and for the years ended December 31, 2003, 2004, 2005, 2006 and 2007.
Our audited consolidated financial statements as of and for the years ended December 31, 2003, 2004 and 2005 were audited by Prasetio, Sarwoko & Sanjaja and
for the years ended December 31, 2006 and 2007 have been audited by Purwantono, Sarwoko & Sandjaja, the Indonesian member firm of Ernst & Young Global.
In 2004, we changed our method of accounting for liabilities relating to employee benefits and for the realization of gains from certain transactions with
Perusahaan Perseroan (Persero) PT Telekomunikasi Indonesia Tbk, or Telkom, which resulted in a restatement of our 2003 consolidated financial statements. In
2007, the Government adopted the new cost-based interconnection regime. Under this new regime, we now report operating revenues on a gross basis rather than
on a net based method. Using a net based method, we recognize interconnection income net of interconnection expenses. On a gross basis, we recognize
interconnection income in operating revenue and interconnection expenses in operating expenses. We have not restated our income statements for the prior
period to reflect the gross basis, as the new cost-based regime is only effective from January 1, 2007 onwards.
Such audited consolidated financial statements have been prepared in accordance with generally accepted accounting principles in Indonesia (“Indonesian
GAAP”), which differs in certain significant respects from generally accepted accounting principles in the United States (“U.S. GAAP”). See Notes 41, 42 and
43 of our audited consolidated financial statements contained elsewhere herein, which provide a description of certain material differences between Indonesian
GAAP and U.S. GAAP, as they relate to us and a reconciliation to the amount of U.S. GAAP net income for each of the years ended December 31, 2005, 2006
and 2007 and the amount of U.S. GAAP stockholders’ equity as of December 31, 2006 and 2007.
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For the years ended December 31,

Restated
2003 2004 2005 2006 2007 2007
Rp. Rp. Rp. Rp. Rp. US$(1)
(Rp. in billions and US$ in millions, except per share and per ADS)
Income Statement Data:
Indonesian GAAP:
Operating revenues:
Cellular 5,111.9 7,342.1 8,645.0 9,227.5 12.752.5 1,357.6
MIDI 1,245.7 1,483.9 1,694.0 1,902.6 2,168.6 230.9
Fixed telecommunication 1,807.7 1,544.7 1,250.8 1,109.3 1,567.4 166.9
Other services 64.3 59.4 — — — —
Total operating revenues 8,229.6 10,430.1 11,589.8 12,239.4 16,488.5 1,755.4
Total operating expenses 5,881.7 7,232.0 7,937.9 8,840.7 11.968.9 1,274.2
Operating income 2,347.9 3,198.1 3,651.9 3,398.7 4,519.6 481.2
Other income (expense):
Gain on sale of investment in associated company — 286.2 14.6 — — —
Interest income 147.7 187.4 215.1 212.8 232.4 24.7
Gain on sale of other long-term investment — 110.9 1.2 — — —
Gain (loss) on foreign exchange—net 200.1 (66.1) (79.9) 304.4 (155.3) (16.5)
Gain (loss) on change in fair value of
derivatives—net — (170.5) (44.2) (438.8) 68.0 7.2
Amortization of goodwill (252.9) (226.3) (226.4) (226.5) (226.5) (24.1)
Financing cost (838.7) (1,097.5) (1,264.8) (1,248.9) (1,428.6) (152.1)
Others income (expense)—net (51.2) 99.1 85.1 21.2 (80.0) (8.5)
Total other income (expense)—net (795.0) (876.8) (1,299.2) (1,375.8) (1,590.0) (169.3)
Equity in net income of associated companies 33.8 61.5 0.1 (0.2) — —
Minority interest in net income of subsidiaries (22.5) (25.0) (31.4) (36.5) (28.1) (3.0)
Income tax benefit (expense)—net 17.8 (724.6) (697.9) (576.1) (859.5) (91.5)
Extraordinary item 4,500 — — — — —
Net income 6,082.0 1,633.2 1,623.5 1,410.1 2,042.0 217.4
Weighted average number of shares outstanding 5,177,500,000 5,202,760,294 5,253,249,519 5,404,654,859 5,433,933,500 5,433,933,500
Operating income from operations per share 453.5 614.7 695.2 628.8 831.7 0.09
Diluted earning per share 1,173.2 313.6 309.0 258.8 375.8 0.04
Before extraordinary items 305.2 313.6 309.0 258.8 375.8 0.04
After extraordinary items 868.0 — — — — —
Basic earnings per share(2)
Before extraordinary items 305.6 313.9 309.0 260.9 375.8 0.04
After extraordinary items 1,174.7 313.9 309.0 260.9 375.8 0.04
Dividends declared per share(2) 145.6 154.23 149.32 129.8 — —
Dividends declared per share
(in US$)(2)(4) 0.015 0.016 0.017 0.014 — —
Dividends declared per ADS (in US$) (2)(3)(4) 0.77 0.80 0.83 0.69 — —
U.S. GAAP:(5)
Net income 1,965.5 1,924.8 1,875.6 1,751.0 2,475.8 263.6
Basic earnings per share(2) 379.6 370.0 357.0 324.0 455.6 0.05
Basic earnings per ADS (2)(3) 18,981.2 18,497.5 17,851.4 16,199.3 22,781.0 2.43
Diluted earnings per share 378.9 369.6 353.3 321.9 455.6 0.05
Diluted earnings per ADS 18,945.3 18,481.0 17,663.5 16,097.2 22,781.0 2.43
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As of December 31,
Restated
2003 2004 2005 2006 2007 2007
Rp. Rp. Rp. Rp. Rp. US$(1)
(Rp. in billions and US$ in millions)
Balance Sheet Data:
Indonesian GAAP:
Assets
Current assets 7,461.1 6,573.1 7,527.0 5,665.4 10,794.1 1,149.2
Due from related parties 33.4 48.0 30.4 23.3 56.5 6.0
Deferred tax assets—net 136.6 33.2 44.2 46.6 87.1 9.3
Long-term investments 382.9 135.3 3.2 8.8 3.0 0.3
Property and equipment—net 14,093.1 17,243.2 21,564.8 24,918.6 30,572.9 3,254.8
Goodwill and other intangible assets—net 3,344.9 3,012.6 2,682.6 2,689.8 2,350.5 250.2
Other non-current assets 607.2 827.1 934.9 876.2 1,441.1 153.5
Net assets 12,187.0 13,349.0 14,491.0 15,402.4 16,842.5 1,788.0
Total assets 26,059.2 27,872.5 32,787.1 34,228.7 45,305.1 4,823.3
Liabilities
Current liabilities 3,426.6 4,492.8 5,431.4 6,803.2 11,658.6 1,241.2
Due to related parties 38.3 39.1 16.6 29.4 64.9 6.9
Deferred tax liabilities—net 1.7 489.1 865.7 1,244.5 1,482.2 157.8
Long term debts 2,910.5 1,588.1 1,308.8 1,504.8 4,249.0 452.4
Bonds payable 7,268.7 7,524.1 10,161.9 8,734.0 10,088.7 1,074.0
Other non current liabilities 226.4 390.3 511.8 510.4 919.6 97.9
Total liabilities 13,872.2 14,523.4 18,296.1 18,826.3 28,463.0 3,030.2
Minority interest 147.1 164.5 175.7 200.6 297.4 31.7
Capital stock 517.8 528.5 535.6 543.4 543.4 57.8
Stockholders’ equity 12,039.9 13,184.6 14,315.3 15,201.8 16,544.7 1,761.4
Total liabilities and stockholders’ equity 26,059.2 27,872.5 32,787.1 34,228.7 45,305.1 4,823.3
Amount of outstanding shares 5,177,500,000 5,285,308,500 5,356,174,500 5,433,933,500 5,433,933,500 5,433,933,500
U.S. GAAP:(5)
Total assets 27,352.5 30,045.1 35,414.4 36,990.9 48,840.1 5,199.6
Total stockholders’ equity 12,858.7 14,295.0 15,744.3 16,574.8 18,260.6 1,944.1
As of or for the year ended December 31,

2003 2004 2005 2006 2007
Operating Data:(6)
Percentage increase (decrease) from prior period:
Operating revenues 21.61% 26.74% 11.12% 5.6% 34.7%
Operating income 25.06 36.21 14.19 (6.9) 33.0
Net income 1,685.08 (73.15) (0.60) (13.1) 44.8
Total assets 18.44 6.96 17.63 4.4 32.4
Total stockholders’ equity 15.55 9.51 8.58 6.2 8.8
Operating ratios (expressed as a percentage):
Operating income to operating revenues 28.53 30.66 31.51 27.77 27.41
Operating income to stockholders’ equity 19.50 24.26 25.51 22.36 27.32
Operating income to total assets 9.01 11.47 11.14 9.93 9.98
Net profit margin 73.90 15.66 14.01 11.52 12.38
Return on equity 50.52 12.39 11.34 9.28 12.34
Return on assets 23.34 5.86 4.95 4.12 4.51
Financial ratios (expressed as a percentage):
Current ratio 217.74 146.30 138.58 83.28 92.59
Debt to equity ratio 86.35 72.03 87.34 75.13 100.89
Total liabilities to total assets 53.23% 52.11% 55.80% 55.00% 62.83
(1) Translated into U.S. dollars based on a conversion rate of Rp9,393 = US$1.00, the Indonesian Central Bank Rate on December 31, 2007. See “—Exchange Rate Information” below.
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(2) Basic earnings per share/ADS, and dividends declared per share/ADS are reported in whole Indonesian rupiah and U.S. dollars. Basic earnings per share/ADS and dividends declared per
share/ADS for all periods presented have been computed based upon the weighted average number of shares outstanding, after considering the effect of the stock split.
(3) The basic earnings and dividends declared per ADS data is calculated on the basis that each ADS represents fifty shares of common stock and does not make allowance for withholding tax
to which the holders of the ADSs will be subject.
(4) Calculated using the Indonesian Central Bank Rate on each dividend payment date.
(5) U.S. GAAP amounts reflect adjustments resulting principally from differences in the accounting treatment of capitalization of interest expense, capitalization of net foreign exchange
losses, revenue recognition, equity in net income (loss) of associated companies, amortization of goodwill, amortization of land rights, post-retirement benefit cost, pension plan, gain on
difference in value from restructuring transactions of entities under common control and deferred income tax effect of U.S. GAAP adjustments.
(6) Operating data percentages and ratios are computed based on the financial statements prepared under Indonesian GAAP.
Exchange Rate Information
Exchange Rates of Indonesian Rupiah

Per U.S. Dollar
Period end Average (1)(2) High Low
Period
2003 8,465 8,571 8,908 8,279
2004 9,290 8,985 9,415 8,441
2005 9,830 9,751 10,310 9,165
2006 9,020 9,141 9,395 8,775
2007 9,393 9,137 9,479 8,672
October 9,103 9,107 9,171 9,045
November 9,376 9,269 9,405 9,078
December 9,393 9,337 9,434 9,240
2008
January 9,291 9,406 9,486 9,291
February 9,051 9,181 9,269 9,051
March 9,217 9,185 9,325 9,072
April (through April 28) 9,239 9,185 9,325 9,072
Source: Bank Indonesia
(1) The annual average exchange rates are calculated as averages of each monthly period-end exchange rate.
(2) The monthly average exchange rates are calculated as averages of each daily close exchange rate.
Bank Indonesia is the sole issuer of Indonesian rupiah and is responsible for maintaining the stability of the Indonesian rupiah. Prior to August 14, 1997,
Bank Indonesia maintained stability of the Indonesian rupiah through a trading band policy, pursuant to which Bank Indonesia would enter the foreign currency
market and buy or sell Indonesian rupiah, as required, when trading in the Indonesian rupiah exceeded bid and offer prices announced by Bank Indonesia on a
daily basis. On August 14, 1997, Bank Indonesia terminated the trading band policy and permitted the exchange rate for the Indonesian rupiah to float without an
announced level at which it would intervene. The exchange rate was Rp9,830 = US$1.00, Rp9,020 = US$1.00 and Rp9,393 = US$1.00 as of December 31, 2005,
2006 and 2007, respectively. On April 28, 2008, the exchange rate was Rp9,239 per U.S. dollar. The Federal Reserve Bank of New York does not certify for
customs purposes a noon buying rate for cable transfers in Indonesian rupiah.
The Indonesian rupiah has been and in general is freely convertible or transferable. Bank Indonesia has introduced regulations to restrict the movement of
Indonesian rupiah from banks within Indonesia to offshore banks without underlying trade or investment reasons, thereby limiting offshore trading to existing
sources of liquidity. In addition, Bank Indonesia has the authority to request information and data concerning the foreign exchange activities of all people and
legal entities that are domiciled, or plan to reside, in Indonesia for at least one year.
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Foreign Exchange
Foreign exchange controls were abolished in 1971, and Indonesia now maintains a liberal foreign exchange system that permits the free flow of foreign
exchange. Capital transactions, including remittances of capital, profits, dividends and interests, are free from exchange controls. A number of regulations,
however, have an impact on the exchange system. Bank Indonesia recently introduced regulations to restrict the movement of Indonesian rupiah from banks
within Indonesia to offshore banks without underlying trade or investment reasons, thereby limiting offshore trading to existing sources of liquidity. In addition,
Bank Indonesia has authority to request information and data concerning the foreign exchange activities of all people and legal entities that are domiciled in
Indonesia or plan to domicile in Indonesia for at least one year.
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RISK FACTORS
Risks Relating to Indonesia

We are incorporated in Indonesia and substantially all of our operations, assets and customers are located in Indonesia. As a result, future political,
economic, legal and social conditions in Indonesia, as well as certain actions and policies which the Government may, or may not, take or adopt may have a
material adverse effect on our business, financial condition, results of operations and prospects.
Domestic, regional or global economic changes may adversely affect our business
The economic crisis which affected Southeast Asia, including Indonesia, from mid-1997 was characterized in Indonesia by, among other effects, currency
depreciation, negative economic growth, high interest rates, social unrest and extraordinary political events. These conditions had a material adverse effect on
Indonesian businesses, including a material adverse effect on the quality and growth of our customer base and service offerings, which depend on the health of
the overall Indonesian economy. In addition, the economic crisis resulted in the failure of many Indonesian companies to meet their debt obligations. Many
Indonesian companies have not fully recovered from the economic crisis, and many such companies are still in the process of restructuring their debt obligations
or are engaged in disputes arising from defaults under their debt obligations. Another economic downturn in Indonesia could lead to additional defaults by
Indonesian borrowers and could have a material adverse effect on our business, financial condition and results of operations and prospects. In addition, recent oil
price hikes, the subprime mortgage default crises in the U.S. market and potential food shortages may cause an economic slowdown in many countries, including
Indonesia. The current high inflation rate in Indonesia may also result in less disposable income available to consumers to spend or cause consumer purchasing
power to decrease, which may reduce consumer demand for telecommunication services, including our services.
A loss of investor confidence in the financial systems of emerging and other markets, or other factors, may cause increased volatility in the Indonesian
financial markets and a slowdown in economic growth or negative economic growth in Indonesia. Any such increased volatility or slowdown or negative growth
could have a material adverse effect on our business, financial condition and results of operations and prospects.
Political and social instability may adversely affect us

Since 1998, Indonesia has experienced a process of democratic change, resulting in political and social events that have highlighted the unpredictable
nature of Indonesia’s changing political landscape. These events have resulted in political instability as well as general social and civil unrest on certain
occasions in the past few years. As a relatively new democratic country, Indonesia continues to face various socio-political issues and has, from time to time,
experienced political instability and social and civil unrest. Such instances of unrest have highlighted the unpredictable nature of Indonesia’s changing political
landscape. Indonesia also has many political parties, without any one party winning a clear majority to date, which has in part resulted in Indonesia having four
different presidents since 1998. Although parliamentary and presidential elections proceeded smoothly in 2004, increased political activity can be expected in
2008 with the scheduled presidential election in 2009. These events have resulted in political instability, as well as general social and civil unrest on certain
occasions in recent years.
For instance, in June 2001, demonstrations and strikes affected at least 19 cities after the Government mandated a 30.0% increase in fuel prices. Similar
demonstrations occurred in January 2003, when the Government again tried to increase fuel prices, as well as electricity rates and telephone charges. In both
instances, the Government was forced to drop or substantially reduce the proposed increases.
Regional political instability remains problematic. In April 2006, hundreds of people were involved in a violent protest directed at Freeport’s gold mining
operations in the province of Papua and there have been
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numerous clashes between supporters of separatist movements and the Indonesian military. In recent years, political instability in Maluku and Poso, a district in
the province of Central Sulawesi, has intensified and clashes between religious groups in these regions have resulted in thousands of casualties and displaced
persons. Political and related social developments in Indonesia have been unpredictable in the past, and we cannot assure you that social and civil disturbances
will not occur in the future and on a wider scale, or that any such disturbances will not, directly or indirectly, have a material adverse effect on our business,
financial condition, results of operations and prospects.
Indonesia is located in an earthquake zone and is subject to significant geological risk that could lead to social unrest and economic loss
Many parts of Indonesia are vulnerable to natural disasters such as earthquakes, tsunamis, floods, volcanic eruptions as well as droughts, power outages or
other events beyond our control. In recent years, several natural disasters have occurred in Indonesia (in addition to the Asian tsunami in 2004), including a
tsunami in Pangandaran in West Java in 2006, the earthquake in Jogyakarta in central Java in 2006 and the hot mud eruption and subsequent flooding in East
Java in 2006. More recently, in February 2007, Jakarta experienced significant flooding. Government funding requirements to areas affected by the Asian
tsunami in late December 2004 and such other natural disasters, as well as increasing oil prices, may cause inflation and may cause the Government’s fiscal
deficit to increase, which may affect the Government’s ability to meet its obligations on its sovereign debt. Any such failure on the part of the Government, or
declaration by it of a moratorium on its sovereign debt, could trigger an event of default under numerous private-sector borrowings including those of our
company, thereby materially and adversely affecting our business.
In addition, we cannot assure you that future geological or meteorological occurrences will not have more of an impact on the Indonesian economy. A
significant earthquake, other geological disturbance or weather-related natural disaster in any of Indonesia’s more populated cities and financial centers could
severely disrupt the Indonesian economy and undermine investor confidence, thereby materially and adversely affecting our business, financial condition, results
of operations and prospects.
Terrorist activities in Indonesia could destabilize the country, thereby adversely affecting our business, financial condition, results of operations and
prospects
Several bombing incidents have taken place in Indonesia, most significantly in October 2002 in Bali, a region of Indonesia previously considered safe
from the unrest affecting other parts of the country. Other bombing incidents, although on a lesser scale, have also been committed in Indonesia on a number of
occasions over the past few years, including at shopping centers and places of worship. In April 2003, a bomb exploded outside the main United Nations building
in Jakarta, and in May 2003, a bomb exploded in front of the domestic terminal at Jakarta International Airport. In August 2003, a bomb exploded at the JW
Marriott Hotel in Jakarta, and in September 2004, a bomb exploded in front of the Australian embassy in Jakarta. More recently, bomb blasts in Central Sulawesi
killed at least 21 people and injured at least 60 people. On October 1, 2005, bomb blasts in Bali killed at least 23 people and injured at least 101 others.
Indonesian, Australian and U.S. government officials have indicated that these bombings may be linked to an international terrorist organization. Demonstrations
have taken place in Indonesia in response to plans for and subsequent to U.S., British and Australian military action in Iraq. Further terrorist acts may occur in the
future and may be directed at foreigners in Indonesia. Violent acts arising from, and leading to, instability and unrest could destabilize Indonesia and the
Government and have had, and may continue to have, a material adverse effect on investment and confidence in, and the performance of, the Indonesian
economy, and may have a material adverse effect on our business, financial condition, results of operations and prospects.
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Indonesia relies heavily on funding from multinational lenders, and the inability to obtain such funding would have adverse consequences for Indonesia and
us
The World Bank has been an important source of funding for Indonesia. The World Bank has expressed concern that the slow pace of institutional reforms
in Indonesia, as well as the Government’s decentralization plan and particularly the empowerment of provincial governments to borrow, could lead to the central
Government’s inability to service its debts. The World Bank’s lending program is subject to regular compliance reviews and can be reduced or withdrawn at
anytime. As of December 31, 2007, the Government owed approximately US$8.4 billion to the World Bank.
The members of the Paris Club, and the former Consultative Group in Indonesia, or CGI, have also been important sources of funding for the Government.
The Paris Club is an informal voluntary group of creditor countries that seeks to coordinate solutions for payment difficulties experienced by debtor nations. The
CGI was a group of donor countries and international organizations which met annually to coordinate donor assistance to Indonesia. The Government has several
times successfully rescheduled its foreign debt. However, from 2004, the Paris Club has publicly stated that it will no longer reschedule debt owed to its
members or to other creditors by the Government as a result of the Government’s decision to end the International Monetary Fund program. In January 2007, the
Government decided to end its participation with the CGI and has announced its intention to conduct direct discussions with creditors regarding the
Government’s external debt. As of December 31, 2007, the Government’s outstanding external debt was US$80.6 billion.
The Government has recently issued several domestic retail, as well as international, bonds and may continue to acquire funds from the commercial
markets in order to fulfill its financial needs. Given the Government’s significant fiscal deficit and modest foreign exchange reserves, the inability of the
Government to obtain adequate funding as a result of a reduction or elimination of funding from the World Bank, other institutions or countries or through
commercial markets could have adverse economic, political and social consequences in Indonesia, which, in turn, could have a material adverse effect on our
business, financial condition, results of operations and prospects. We cannot assure you that the Government will be able to obtain alternative funding to replace
the funding previously provided by its current lenders or to supplement a reduction or elimination of funding from other sources.
Labor activism and unrest may adversely affect our business

In March 2003, the Government enacted a manpower law and implementing regulations allowing employees to unionize. The liberalization of regulations
permitting the formation of labor unions combined with weak economic conditions has resulted, and will likely continue to result in, labor unrest and activism in
Indonesia. The Government proposed to amend the manpower law in a manner which, in the view of labor activists, would result in reduced pension benefits, the
increased use of outsourced employees and prohibitions on unions to conduct strikes. The proposal has been suspended and the new Government regulation
addressing lay-offs of workers has not yet become effective. Labor unrest and activism could disrupt our operations and could adversely affect the financial
condition of Indonesian companies in general and the value of the Indonesian rupiah relative to other currencies, which could have a material adverse effect on
our business, financial condition, results of operations and prospects.
Depreciation in the value of the Indonesian rupiah may adversely affect our business, financial condition, results of operations and prospects
One of the most important immediate causes of the economic crisis which began in Indonesia in mid-1997 was the depreciation and volatility of the value
of the Indonesian rupiah, as measured against other currencies, such as the U.S. dollar. Although the Indonesian rupiah has appreciated considerably from its low
point of approximately Rp17,000 per U.S. dollar in 1998 to less than Rp9,500 per U.S. dollar in 2007, it may experience volatility again in the future. The
Indonesian rupiah has generally been freely convertible and transferable (except that Indonesian banks may not transfer Indonesian rupiah to persons outside of
Indonesia who lack a bona fide trade or investment purpose). However, from time to time, Bank Indonesia has intervened in the
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currency exchange markets in furtherance of its policies, either by selling Indonesian rupiah or by using its foreign currency reserves to purchase Indonesian
rupiah. We cannot assure you that the current floating exchange rate policy of Bank Indonesia will not be modified, that further depreciation of the Indonesian
rupiah against other currencies, including the U.S. dollar, will not occur, or that the Government will take additional action to stabilize, maintain or increase the
value of the Indonesian rupiah, or that any of these actions, if taken, will be successful.
Modification of the current floating exchange rate policy could result in significantly higher domestic interest rates, liquidity shortages, capital or exchange
controls or the withholding of additional financial assistance by multinational lenders. This could result in a reduction of economic activity, an economic
recession, loan defaults or declining usage by our subscribers, and as a result, we may also face difficulties in funding our capital expenditures and in
implementing our business strategy. Any of the foregoing consequences could have a material adverse effect on our business, financial condition, results of
operations and prospects.
We may not be able to manage successfully our foreign currency exchange risk
Changes in exchange rates have affected and may continue to affect our financial condition and results of operations. Most of our debt obligations are
denominated in Indonesian rupiah and a majority of our capital expenditures are, denominated in U.S. dollars. Most of our revenues are denominated in
Indonesian rupiah. We may also incur additional long-term indebtedness in currencies other than the Indonesian rupiah, including the U.S. dollar, to finance
further capital expenditures.
We currently hedge a portion of our foreign currency exposure principally because our annual U.S. dollar-denominated operating revenues are less than
the sum of our U.S. dollar-denominated operating expenses and annual payments of U.S. dollar-denominated principal and interest payments. In an effort to
manage our foreign currency exposure and lower our overall funding costs, we entered into several foreign currency swap contracts with three separate
international financial institutions in 2005. In addition, we entered into five foreign currency swap contracts with four international financial institutions in 2006.
In 2007, we also entered into seven currency forward contracts with three international financial institutions. For these contracts, we pay either a LIBOR-linked
floating rate or a fixed rate premium. As a result of these contractual arrangements, we reduced our foreign currency risk exposure, but increased our exposure to
LIBOR-based interest rate risk. We cannot assure you that we will be able to manage our exchange rate risk successfully in the future or that we will not be
adversely affected by our exposure to exchange rate risk.
Downgrades of credit ratings of the Government or Indonesian companies could adversely affect our business
Beginning in 1997, certain recognized statistical rating organizations, including Moody’s Investors Service, Inc. (“Moody’s”), and Standard & Poor’s
Rating Services (“Standard & Poor’s”), downgraded Indonesia’s sovereign rating and the credit ratings of various credit instruments of the Government and a
large number of Indonesian banks and other companies. Indonesia’s sovereign foreign currency long-term debt is currently rated “Ba3 outlook” by Moody’s,
“BB—” by Standard & Poor’s and “BB” by Fitch Ratings (“Fitch”). These ratings reflect an assessment of the Government’s overall financial capacity to pay its
obligations and its ability or willingness to meet its financial commitments as they become due.
We cannot assure you that Moody’s, Standard & Poor’s, Fitch or any other statistical rating organization will not downgrade the credit ratings of Indonesia
or Indonesian companies, including us. Any such downgrade could have an adverse impact on liquidity in the Indonesian financial markets, the ability of the
Government and Indonesian companies, including us, to raise additional financing and the interest rates and other commercial terms at which such additional
financing is available. Interest rates on our floating rate Indonesian rupiah-denominated debt would also likely increase.
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Indonesian accounting standards differ from those in the United States
We prepare our consolidated financial statements in accordance with Indonesian GAAP, which differs from U.S. GAAP. As a result, our consolidated
financial statements and reported earnings could be significantly different from those that would be reported under U.S. GAAP. We have prepared a
reconciliation to U.S. GAAP of our consolidated net income for each of the years ended December 31, 2005, 2006 and 2007 and our consolidated stockholders’
equity as of December 31, 2006 and 2007, which reconciliation appears in Note 42 to our consolidated financial statements included elsewhere in this annual
report.
We are incorporated in Indonesia, and it may not be possible for investors to effect service of process or enforce judgments, on us within the United States
We are a limited liability company incorporated in Indonesia, operating within the framework of Indonesian laws relating to foreign capital invested
companies, and all of our significant assets are located in Indonesia. In addition, several of our Commissioners and substantially all of our Directors reside in
Indonesia and a substantial portion of the assets of such persons is located outside the United States. As a result, it may be difficult for investors to effect service
of process, or enforce judgments, on us or such persons within the United States, or to enforce against us or such persons in the United States, judgments
obtained in U.S. courts.
We have been advised by our Indonesian legal advisor that judgments of U.S. courts, including judgments predicated upon the civil liability provisions of
the U.S. federal securities laws or the Securities laws of any state within the United States, are not enforceable in Indonesian courts, although such judgments
could be admissible as non-conclusive evidence in a proceeding on the underlying claim in an Indonesian court. There is doubt as to whether Indonesian courts
will enter judgments in original actions brought in Indonesian courts predicated solely upon the civil liability provisions of the U.S. federal securities laws or the
securities laws of any state within the United States. As a result, the claimant would be required to pursue claims against us or such persons in Indonesian courts.
Risks Relating to Our Business

We depend on interconnection agreements with our competitors’ cellular and fixed-line telephone networks
We are dependent on interconnection agreements with our competitors’ cellular and fixed-line telephone networks and associated infrastructure for the
successful operation of our business. If any disputes involving such interconnection arrangements arise, whether due to a failure by a counterparty to perform its
contractual obligations or for any other reason, one or more of our services may be delayed, interrupted or stopped, the quality of our services may be lowered,
our customer churn rates may increase or our interconnection rates may increase, all of which could have a material adverse effect on our business, financial
condition, results of operations and prospects.
In addition, the Government established a new interconnection regime in February 2006, which became effective on January 1, 2007. This new regime
defines operators controlling more than 25% of the market share as “dominant operators” and requires such operators to extend interconnection offers to other
telecommunications operators to be approved by the Government. In addition, the new interconnection regime established a new cost-based interconnection tariff
scheme under which the operator of the network on which calls terminate would determine the interconnection charges to be received based upon a formula set
forth in Regulation No. 8 / Per / M.KOMINFO / 02 / 2006. The new formula became effective as of January 1, 2007 and, as a result, operators were required to
charge calls based on the cost of carrying such calls. Such interconnection charges must be calculated and submitted to the DGPT for approval in the form of an
Reference Interconnection Offer (“RIO”). By the end of 2006, the Government approved the RIOs of PT Telkom, PT Telkomsel, and us. On April 11, 2008, the
DGPT approved RIOs from PT Telkom, PT Telkomsel, and us which amend our previous RIOs. Recently, all telecommunications operators have entered into
new umbrella agreements for interconnection. However, each operator must enter into an additional agreement to interconnect with another operator, which may
lead to delays in the implementation of the new interconnection regulations. Failure to enter into such agreements may decrease our operating revenues received
from, or increase the fees we pay to, other telecommunications operators for interconnection.
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We operate in a legal and regulatory environment that is undergoing significant reforms. These reforms may result in increased competition, which may
result in reduced margins and operating revenues, among other things, all of which may have a material adverse effect on us
The regulatory reform of the Indonesian telecommunications sector, which was initiated by the Government in 1999, has to a certain extent resulted in the
liberalization of the telecommunications industry, including facilitation of new market entrants and changes to the competitive structure of the
telecommunications industry. However, in recent years, the volume and complexity of regulatory changes has created an environment of considerable regulatory
uncertainty. In addition, as the reform of the Indonesian telecommunications sector continues, other competitors, potentially with greater resources than us, may
enter the Indonesian telecommunications sector and compete with us in providing telecommunications services. In January 2007, the Government implemented
new interconnection regulations and a new five-digit access code system for VoIP services. See “Risks Relating to Our Fixed Telecommunication Services
Business—VoIP usage is increasing, and certain customers use VOIP services rather than traditional international long-distance services, which may continue to
have a material adverse impact on our fixed telecommunications services business.” In connection with the Government’s implementation of interconnection
regulations, we face considerable uncertainty in respect of interconnection tariffs, which constitutes one of our income resources. This income is gained from
telecommunication traffic transmitted by other operators from and to our network. The Government annually determines the interconnection tariff formula used
to calculate interconnection costs which should apply to all telecommunication operators in determining the amount of interconnection costs. The interconnection
tariff formula determined by the Government has tended to yield declining interconnection costs year after year. Any decrease in the amount of interconnection
costs might reduce our revenue and also our costs for inter-operator traffic. The reduction in the amount of revenue and interconnection cost would be mainly
determined by the traffic volumes among operators. In the future, the Government may announce or implement other regulatory changes that may adversely
affect our business and our existing licenses. We cannot assure you that we will be able to compete successfully with other domestic and foreign
telecommunications operators or that regulatory changes, amendments or interpretations of current or future laws and regulations promulgated by the
Government will not have a material adverse effect on our business, financial condition, results of operations and prospects.
A failure in the continuing operations of our network, certain key systems, gateways to our network or the networks of other network operators could
adversely affect our business, financial condition, results of operations and prospects
We depend to a significant degree on the uninterrupted operation of our network to provide our services. For example, we depend on access to the PSTN
for termination and origination of cellular telephone calls to and from fixed-line telephones, and a significant portion of our cellular and international
long-distance call traffic is routed through the PSTN. The limited interconnection facilities of the PSTN available to us have adversely affected our business in
the past and may adversely affect our business in the future.
Because of interconnection capacity constraints, our cellular customers have at times experienced blocked calls. We cannot assure you that these
interconnection facilities can be increased or maintained at current levels.
We also depend on certain technologically sophisticated management information systems and other systems, such as our customer billing system, to
enable us to conduct our operations. In addition, we rely to a certain extent on interconnection to the networks of other telecommunications operators to carry
calls from our customers to the customers of fixed-line operators and other cellular operators, both within Indonesia and overseas. Our network, including our
information systems, information technology and infrastructure and the networks of other operators with whom our subscribers interconnect, are vulnerable to
damage or interruptions in operation from a variety of sources including earthquake, fire, flood, power loss, equipment failure, network software flaws,
transmission cable disruption or similar events. For example, our telecommunications control and information technology back-up facilities are highly
concentrated with our headquarters and principal operating and tape back-up storage facilities located at two sites in Jakarta. Any failure that results in an
interruption of our operations or of the provision of any service, whether from operational disruption, natural disaster or otherwise,
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could damage our ability to attract and retain subscribers, cause significant subscriber dissatisfaction and adversely affect our business, financial condition,
results of operations and prospects.
As a dominant IDD telecommunications operator, our retail tariffs for fixed and cellular services are subject to Government approval and may be adjusted to
our disadvantage, thereby resulting in an adverse effect on us
Pursuant to regulations issued in February 2006, the Government established a cost-based interconnection scheme with a formula-based guideline for
telecommunications operators. Under this tariff scheme, IDD telecommunications operators, such as ourselves, controlling more than 25% of the market share
are classified as “dominant operators,” and are required to submit a Reference Interconnection Offer, or RIO, to the Government for approval. The RIO must
disclose the type of interconnection services offered by the telecommunications operator and set forth the tariffs charged for each offered service. The
Government may assess and periodically review the RIOs proposed by dominant operators for approval. In contrast, telecommunications operators which are not
designated as dominant operators may simply notify the Government regarding their tariffs and may implement such tariffs for its customers without
Government approval. The new interconnection tariff scheme took effect on January 1, 2007. The disparity in the treatment of dominant and non-dominant
telecommunications operators may create opportunities for new entrants in the telecommunications industry, such as providing them with increased flexibility to
establish lower tariffs and offer lower pricing terms to their customers, which could adversely affect our business, financial condition, results of operations and
prospects.
Our failure to react to rapid technological changes could adversely affect our business
The telecommunications industry is characterized by rapid and significant changes in technology. We may face increasing competition from technologies
currently under development or which may be developed in the future. Future development or application of new or alternative technologies, services or
standards could require significant changes to our business model, the development of new products, the provision of additional services and substantial new
investments by us. For example, the development of fixed-mobile convergence technology, which allows a call that originates on a cellular handset to bypass a
cellular network and instead be carried over a fixed-line telephone network, could adversely affect our business. New products and services may be expensive to
develop and may result in the introduction of additional competitors into the marketplace. We cannot accurately predict how emerging and future technological
changes will affect our operations or the competitiveness of our services. We cannot assure you that our technologies will not become obsolete, or be subjected to
competition from new technologies in the future, or that we will be able to acquire new technologies necessary to compete in changed circumstances on
commercially acceptable terms.
We may be unable to obtain adequate financing to remain competitive in the telecommunications industry in Indonesia
The delivery of telecommunications services is capital intensive. In order to be competitive, we must continually expand, modernize and update our
technology, which involves substantial capital investment. During 2006 and 2007, our consolidated capital expenditures totalled Rp6,921 billion and Rp9,726
billion, respectively. During 2008, we plan capital expenditures of approximately US$1.2 billion, which includes approximately US$200.0 million for our new
Palapa-D satellite and approximately US$1.0 billion for expansion of cellular coverage, capacity enhancement and in non-cellular network areas and our other
business segments. Our ability to fund capital expenditures in the future will depend on our future operating performance, which is subject to prevailing
economic conditions, levels of interest rates and financial, business and other factors, many of which are beyond our control, and upon our ability to obtain
additional external financing. We cannot assure you that additional financing will be available to us on commercially acceptable terms, or at all. In addition, we
can only incur additional financing in compliance with the terms of our debt agreements. Accordingly, we cannot assure you that we will have sufficient capital
resources to improve or expand our cellular telecommunications infrastructure or update our other technology to the extent necessary to remain competitive in
the Indonesian telecommunications market, which would have a material adverse effect on our business, financial condition, results of operations and prospects.
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We may be unable to finance a change of control offer
Upon the occurrence of specified change of control events, the indentures of our Guaranteed Notes due 2010 and Guaranteed Notes due 2012 (the “Notes”)
and Goldman Sachs International (GSI) Loan will require us to offer to repurchase all outstanding Notes for cash at a price of 101% of their principal amount
plus accrued interest. In connection with our repurchase of the Notes, we may also be required to repay all or a portion of our bank debt or other debt, if such
debt has a similar change of control provision, or obtain consents from the lenders of our outstanding debt to permit the repurchase of the Notes. If we are unable
to repay such debt or obtain such consents, we can either repurchase the Notes in violation of these other debt agreements or choose not to repurchase the Notes.
The failure to repurchase the Notes would constitute an event of default under the Indenture.
On November 19, 2007, the Supervising Committee For Business Competition (“KPPU”) decided that Temasek, jointly with Singapore Technologies
Telemedia Pte Ltd (“STT”), STT Communications Ltd, Asia Mobile Holding Company Pte. Ltd., Indonesia Communications Limited (“ICL”), Indonesia
Communications Pte. Ltd. (“ICLS”), Singapore Telecommunications Ltd. (“SingTel”), and Singapore Telecom Mobile Pte. Ltd. (“SingTel Mobile”), breached
Article 27(a) of Law No.5 / 1999 and ordered Temasek, jointly with its affiliated entities, STT, STT Communications Ltd., Asia Mobile Holding Company Pte.
Ltd., ICL, ICLS, SingTel and SingTel Mobile to discontinue their share ownership in either Telkomsel or us within two years, effective from the date the
judgment becomes final and binding. Article 27(a) states that business agents are prohibited from owning majority shares in a number of similar companies
which conduct business in the same market if such ownership results in one or a group of business agents controlling over 50% of the market share of one kind of
good or service. Temasek and other relevant parties filed an appeal against KPPU’s judgment in the Central Jakarta District Court and the South Jakarta District
Court, respectively, however, it is unclear whether the appeals court will nullify or confirm KPPU’s judgment. See “—Item 8: Financial Information—Legal
Proceedings.” Temasek and its affiliated entities currently own 40.81% of our total outstanding shares through its indirect subsidiaries, ICL and ICLS and 35.0%
of the total outstanding shares in Telkomsel through SingTel. In the event that KPPU’s judgment is affirmed and STT and its subsidiaries, ICL and ICLS, choose
to sell their shares in us rather than SingTel selling its shares in Telkomsel, this may result in a change of control under the indentures of our Guaranteed Notes
2010, Guaranteed Notes 2012 and under our Goldman Sachs International Loan Facility agreement. For information on other change of control risk factors, see
also “—We face risks in connection with the Business Competition Supervisory Commission’s verdict on Temasek’s cross ownership.” If a change of control
occurs, we cannot assure you that we would have sufficient funds available at that time to make any debt repayment (including a repurchase of the Notes) as
described above.
The Government is the majority shareholder of our major competitors Telkom and PT Telekomunikasi Selular, or Telkomsel, and the Government of
Singapore is a substantial shareholder of Telkomsel. Both governments may give priority to Telkom’s and Telkomsel’s businesses over ours
As of March 31, 2008, the Government had a 14.29% equity stake in us and owns the Series A share, which has special voting rights and veto rights over
certain strategic matters under our Articles of Association, including the decision to liquidate us and also permits the Government to appoint one Director and
one Commissioner. We understand that the Government and ICL, a subsidiary of STT, had entered into a Shareholders’ Agreement that permitted the
Government to appoint two nominees to each of the Board of Commissioners and the Board of Directors and ICL to appoint a simple majority of our Board of
Commissioners and Board of Directors. We understand that the Shareholders’ Agreement ceased to be in effect on December 31, 2005.
As of December 31, 2007, the Government also had a 51.0% equity stake in Telkom, which is our foremost competitor in fixed IDD telecommunications
services. As of the same date, Telkom owns a 65.0% interest in Telkomsel, one of our two main competitors in the provision of cellular services. The percentage
of the Government’s ownership interest in Telkom is significantly greater than its ownership interest in us. We cannot assure you that significant Government
policies and plans will support our business or that the Government will
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treat Telkom and us equally when implementing future decisions, or when exercising regulatory power over the Indonesian telecommunications industry.
Temasek Holding (Private) Limited, which is owned by the Government of Singapore through its Ministry of Finance, is indirectly our major shareholder.
Temasek Holding (Private) Limited, through its publicly listed subsidiary, SingTel, holds a substantial beneficial interest in Telkomsel through SingTel Mobile.
We cannot assure you that significant Government of Singapore policies and plans will support our business.
Our controlling shareholders’ interests may differ from those of our other shareholders
In December 2002, the Government sold 41.9% of our outstanding shares to ICL, a Mauritius company owned and controlled by STT. ICL, and its
controlling shareholder, have the ability to exercise a controlling influence over our business and may cause us to take actions that are not in, or may conflict
with, our or our creditors’ best interests, including matters relating to our management and policies. Although nominees of ICL hold positions on our Board of
Commissioners and Board of Directors, we cannot assure you that our controlling shareholder will elect or be able to influence our business in a way that benefits
our other shareholders or our creditors.
We rely on key management personnel, and our business may be adversely affected by any inability to recruit, train, retain and motivate key employees
We believe that our current management team contributes significant experience and expertise to the management of our business. The continued success
of our business and our ability to execute our business strategies in the future will depend in large part on the efforts of our key personnel. There is a shortage of
skilled personnel in the telecommunications industry in Indonesia and this shortage is likely to continue. As a result, competition for certain specialist personnel
is intense. In addition, as new market entrants begin or expand operations in Indonesia, certain of our key employees may leave their current positions. Our
inability to recruit, train, retain and motivate key employees could have a material adverse effect on our business, financial condition, results of operations and
prospects.
We face risks in connection with the KPPU’s judgment on Temasek’s cross ownership
On November 19, 2007, KPPU decided on the basis of monopoly and anti-trust concerns that Temasek, jointly with STT, STT Communications Ltd, Asia
Mobile Holding Company Pte. Ltd., ICL, ICLS, SingTel, and SingTel Mobile, breached Article 27(a) of Law No. 5 / 1999 and ordered Temasek, jointly with
STT, STT Communications Ltd., Asia Mobile Holding Company Pte. Ltd., ICL, ICLS, SingTel and SingTel Mobile to discontinue and divest their share
ownership in either Telkomsel or us within two years, effective from the date the judgment becomes final and binding. Temasek and other relevant parties have
filed an appeal against KPPU’s judgment in the Central Jakarta District Court and the South Jakarta District Court, respectively, however, it is unclear whether
the appeals court will nullify or confirm KPPU’s judgment. See “Item 8: Financial Information—Legal Proceedings.” Temasek and its affiliated entities currently
own 40.81% of our total outstanding shares through its indirect subsidiaries, ICL and ICLS and 35.0% of the total outstanding shares in Telkomsel through
SingTel. In the event that KPPU’s judgment is affirmed and STT and its subsidiaries, ICL and ICLS, choose to sell their shares in us rather than SingTel selling
its shares in Telkomsel, this may result in a change of control under several of our financing facilities. See “—We may be unable to finance a change of control
offer.” We cannot assure you that if STT and its subsidiaries, ICL and ICLS, choose to sell their shares in us that the resulting change of control of 40.81% of our
total outstanding shares, the loss of a strategic partnership with STT or the potential loss of management and board appointees from STT will not have an adverse
affect on our credit rating. Any downgrade of our credit rating by Moody’s, Standard & Poor’s, Fitch or any other statistical rating organization could have an
adverse impact on our ability to raise additional financing and the interest rates and other commercial terms at which such additional financing may be available.
In addition, we cannot assure you that any such change of control and potential loss of management and board appointees will not have an adverse impact on the
implementation or execution of our business strategies in the future.
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Moreover, the KPPU’s November 19, 2007 decision has triggered class action suits against us in the Central Jakarta District Court as well as the District
Courts in Tangerang and Bekasi. In each of the Central Jakarta and Tangerang proceedings, plaintiffs are claiming damages of up to Rp30,808.7 billion against
all defendants, while in the Bekasi proceedings, plaintiffs are claiming damages of up to Rp1,231.7 billion against all defendants. In the event KPPU’s judgment
is affirmed and these class actions are successful, we may be liable for payment of substantial damages, which could have a material adverse affect on our
business, financial condition and results of operations.
If we are found liable for price fixing by the Indonesian Anti-Monopoly Committee, we may be subject to substantial liability which could lead to a decrease
in our revenue and affect our business, reputation and profitability.
On November 1, 2007, the KPPU issued a decision regarding a preliminary investigation of us and seven other telecommunication companies based on
allegations of price-fixing of SMS and breach of Article 5 of the Anti-monopoly Law (Law No. 5/1999). After preliminary investigations conducted by the
KPPU, the KPPU sent a summons letter to us and the seven other telecommunication companies for a hearing session. On December 14, 2007, the KPPU
commenced the second stage of its investigation of all operators. If the KPPU believes that it requires further information from us, we may be summoned to
appear before the KPPU or requested to provide such information. Under Indonesian law, the KPPU is required to complete the second stage of investigation
within 60 business days. This second investigation will be followed by a 30-business day decision-making period. We expect a decision to be rendered in May
2008.
If we and the other operators are found liable for price-fixing, we and the operators may be ordered to terminate or abandon the perceived minimum price
arrangement and to pay fines of up to Rp25.0 billion. Such a decision may also trigger a class action suit against us, in the event that the KPPU’s decision
stipulates that this price fixing caused consumer loss, as we experienced in the KPPU cross ownership case. Any of the above factors could have an adverse
effect on our business, reputation and profitability.
Risks Relating to our Cellular Services Business

We may be unable to execute our cellular network expansion in a timely manner, at all or as planned, and such delay or failure may adversely affect our
cellular services business, results of operations and prospects
In late 2003, we merged with our legacy subsidiaries, Satelindo and PT Indosat Multi Media Mobile (“IM3”), which each operated a separate cellular
network in Indonesia. In an effort to increase our subscriber base, improve our service quality and reduce our operating expenses, we undertook a program of
cellular network integration. During the network integration and optimization process, we experienced periods of cellular service interruptions and inconsistent
cellular service quality and network coverage. We completed the integration of the legacy network platforms by the end of 2005 and the network optimization in
the first quarter of 2006. However, there may still be some residual risks relating to this network optimization.
We currently plan capital expenditures of approximately US$1.2 billion in 2008 with approximately 80% to 85% of such amount to be allocated to
expenditures related to our cellular network. We expect these capital expenditures to include approximately 3,000 new BTSs to expand our coverage zones and
for capacity expansion. We plan to install such BTSs using both internal resources and “turn-key” projects carried out by outside vendors. We cannot assure you
that our network expansion targets will be achieved due to the possibility of failures in our internal resources or from our outside vendors.
Failure to achieve our network expansion target may affect and limit our network capacity and quality, which may adversely impact our businesses,
financial condition, results of operations and prospects. Moreover, we may have more difficulty competing with our competitors in providing network coverage
and services to our customers.
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Competition from industry incumbents and new market entrants may adversely affect our cellular services business
Competition among cellular service providers in Indonesia is based on various factors, including pricing, network quality and coverage, the range of
services and features offered and customer service. Our cellular services business competes primarily against Telkomsel and Excelcomindo. Several other
cellular service providers also provide cellular services in Indonesia. In addition to current cellular service providers, the Ministry of Communication and
Information Technology may license additional cellular service providers in the future, and such new entrants may compete with us. For instance, PT Hutchison
Charoen Pokphand Telekomunikasi and PT Natrindo Telepon Seluler, launched their cellular services in the first quarter of 2007 and Smart Telekom launched its
cellular services in mid-2007. It is unclear what impact, if any, such new market entrants will have on our business, financial condition, results of operations and
prospects. Moreover, we, together with our current competitors, may also be subject to competition from providers of new telecommunications services using
new technology and the convergence of various telecommunications services. New and existing cellular service providers may significantly increase subscriber
acquisition costs by offering more attractive product and service packages, resulting in higher churn rates, lower ARPU or a reduction, or slower growth, of our
cellular subscriber base.
In addition, although the Government has allocated all available GSM 900 and 1800 spectrum, we cannot assure you that additional spectrum will not
become available in the future or that the Government will not reallocate existing spectrum from existing cellular service providers, including us. If we fail to
utilize our spectrum capacity efficiently, or if we cannot finance the incremental capital expenditures necessary to utilize our spectrum capacity successfully as
and when needed, we may experience difficulty attracting and retaining cellular subscribers, which could have a material adverse effect on our cellular services
business. To the extent our current or future competitors in GSM cellular services obtain additional spectrum capacity, our competitive position, cellular services
business, financial condition, results of operations and prospects could be adversely affected.
In early 2006, the Government announced the tender to all telecommunications operators of three blocks of 5 MHz 3G spectrum. PT Hutchison Charoen
Pokphand Telekomunikasi and PT Natrindo Telepon Seluler, had previously obtained 3G spectrum licenses and were not allowed to participate in the most
recent tender process. Ultimately, we were awarded one 3G spectrum license for 5 MHz of paired spectrum for an up-front fee of Rp320.0 billion. Under the
license, we were required to initiate 3G service in at least two areas, Jakarta and Surabaya and their surrounding areas, and to provide coverage for 10% of the
population in each of these regions by 2006, 20% by 2007, and 30% by 2009. The license also requires us to initiate 3G service in additional areas on an
incremental basis within the next five years. Our primary competitors, Telkomsel and Excelcomindo, were also awarded 3G licenses. As a result, there are
currently five telecommunications operators in Indonesia for 3G services and new licenses may be awarded to allocate remaining 3G spectrum. Telkomsel and
Excelcomindo launched their 3G services in late 2006. Under the terms of our license, we were required to complete our 3G network expansion to provide
network coverage to 20% of the population of Jakarta and Surabaya and 10% of the population in West Java, Yogjakarta and North Sumatra by the end of 2007.
We cannot assure you that we will be able to continue our 3G network expansion as planned or successfully complete the population coverage levels mandated
by the Government. Moreover, as the Government has not issued guidance on how to calculate percentages of population coverage, it remains unclear whether or
not we have fulfilled these requirements under our license. Failure to complete our 3G network expansion could result in an increase in our performance bond for
the license or a fine by the Government for non-compliance with the license terms and may adversely affect our business, financial condition, results of
operations and prospects.
We face competition from our competitors’ fixed wireless services, which may have a material adverse effect on our cellular and fixed telecommunications
services businesses
In December 2002, Telkom introduced TelkomFlexi in Surabaya (East Java), Denpasar (Bali) and Balikpapan (East Kalimantan) using CDMA2000 1x
fixed wireless technology. In May 2003, Telkom expanded TelkomFlexi to include the Jakarta area, and Bakrie Telecom, has launched a similar service for
Jakarta, Banten and West Java
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since 2004. Telkom has since expanded TelkomFlexi into more than 250 cities nationwide. Telkom applies PSTN telephone tariffs for its fixed wireless service,
which tariffs are substantially lower than those applied to cellular services, and pays lower regulatory fees than those applied to cellular services. Fixed wireless
services using CDMA2000 1x technology possess mobility and features similar to those offered by cellular providers within one area code. Fixed wireless
service quality may exceed GSM cellular service quality due to more efficient spectrum usage. We cannot assure you that the Ministry of Communication and
Information Technology will not take affirmative steps to encourage the network build-out of fixed wireless networks.
The introduction and availability of fixed wireless services and other similar technologies has increased competition based on price and product and
service packages among cellular service providers. Fixed wireless services, particularly those offered without significant regulatory restrictions regarding
mobility and a system to equalize regulatory fees and tariffs, may have a material adverse effect on our business, financial condition, results of operations and
prospects, resulting in, among other things, higher churn rates, lower ARPUs, slower growth in total cellular subscribers and increased subscriber acquisition
costs. Since we introduced our StarOne fixed wireless service in May 2004, we have expanded the service to 37 cities and plan to expand such services to certain
other cities. However, competition from Telkom, Bakrie Telecom, and other existing fixed wireless services providers that compete directly with us may cause
prices to decline for such services and inhibit our ability to increase our total number of fixed wireless subscribers and to expand our fixed wireless services
business. Recently, new nationwide fixed wireless services licenses granted to Bakrie Telecom and Mobile-8 have resulted in more aggressive promotion of fixed
wireless services in their existing and new areas of coverage. If competitors such as Telkomsel and Exelcomindo are granted fixed wireless services licenses by
the Government, this competition may continue to intensify and may adversely affect our business, financial condition, results of operations and prospects.
Cellular network congestion and limited spectrum availability could limit our cellular subscriber growth and cause reductions in our cellular service quality
The rapid growth of our cellular subscriber base, together with increasing demand, has led to high cellular usage, particularly in dense urban areas. The
available spectrum for use by a cellular network effectively limits its capacity. As a result, radio frequency engineering techniques, including a combination of
macro, micro and indoor cellular designs, are needed to increase “erlang per square kilometer” and to maintain cellular network quality despite radio frequency
interference and tighter radio frequency re-use patterns. Such radio frequency techniques have been deployed in dense urban environments such as Hong Kong,
and we intend to use them when the erlang per square kilometer threshold approaches such a usage profile. However, if our cellular subscriber base should grow
significantly larger in high-density areas, we cannot assure you that these efforts will be sufficient to maintain and improve service quality, and we may be
required to make significant capital expenditures to maintain and improve cellular service quality based on our current spectrum allocation.
Our growth plans anticipate substantial expansion of our cellular network and a corresponding increase in our total number of cellular subscribers. We
cannot assure you that such expansion plans will materialize or, if they do materialize, that we will be able to integrate additional cellular subscribers
successfully. Failure to activate new cellular subscribers on a timely basis and to scale existing operational units to handle increased cellular traffic may
adversely affect our business, financial condition, results of operations and prospects.
Our CDMA frequency migration from 1900 MHz to 800 MHz in the Greater Jakarta areas and optimization of 800 MHz in other areas may cause a decline
in cellular service quality and possible network interference
On December 12, 2006, the Government granted us a license to provide two channels of nationwide fixed wireless service in the 800 MHz frequency. This
license replaced our previous 1900 MHz fixed wireless license. The Ministry of Communication and Information Technology’s Ministerial Decree No. 181 /
2006 on 800 MHz frequency channel allocation for local fixed wireless services required us to migrate from the 1900 MHz frequency to the new 800 MHz
frequency by the end of 2007 in the Greater Jakarta area. Because we had to upgrade our existing radio equipment from 1900 MHz to 800 MHz equipment to
complete the frequency migration, we may have experienced inconsistent cellular service quality in our GSM cellular network and
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possible cellular network interference, and such service issues may be difficult to resolve because the new 800 MHz frequency is located near our GSM
frequency allocation on the spectrum of available frequencies. We completed the migration process for CDMA at the end of 2007 and for GSM by March 2008.
However, we need to install additional filters to limit the interference between our GSM and CDMA networks. Without such filters, our GSM network
performance will be severely degraded due to interference from our CDMA network. We cannot assure you that there will not be inconsistent network coverage
and cellular network interference following the migration of our fixed wireless services. Failure to successfully migrate such services in a timely fashion or at all
and decreased fixed wireless or cellular service quality and possible cellular network interference resulting from the migration may affect our ability to expand
our StarOne services to additional cities and have a material adverse effect on our business, financial condition, results of operations and prospects.
We depend on telecommunication tower infrastructure and potential mandated sharing of telecommunication towers with other telecommunications
operators may adversely affect our network capacity and call quality
We are highly dependent on our telecommunication tower infrastructure to provide GSM, FWA and 3G network and mobile cellular telecommunications
services as we typically install transmitter and transceiver antennas and other BTS supporting facilities in our towers. The availability and installation of such
telecommunication towers require licenses from the relevant central and regional authorities. Recently, a number of regional authorities have implemented
regulations which limit the number and location of telecommunication towers and established requirements for operators to share in the utilization of
telecommunication towers. In addition, on March 17, 2008, the Ministry of Communication and Information Technology enacted Regulation
No. 02 / PER / M.KOMINFO / 3 / 2008 on the Guidelines of Construction and Utilization of Sharing Telecommunication Towers (the “Tower Decree”). Based
on this regulation, the construction of telecommunication towers requires permits from the relevant governmental institution and the local government determines
the placement and location in which telecommunication towers can be constructed. Furthermore, a telecommunications provider or tower provider which owns
telecommunication towers is obligated to allow other telecommunication operators to utilize its telecommunication towers, without any discrimination. This new
regulation went into effect as of March 17, 2008 and required all telecommunications providers or tower providers which had constructed telecommunication
towers prior to the enactment of the regulation to comply with the provisions of the regulation by no later than two years from the enactment date. Such
regulatory requirements may require us to adjust our telecommunication tower construction plans, relocate our existing telecommunication towers, allow other
operators access to our telecommunication towers and perform other measures which may result in the increase of telecommunication tower construction costs,
delays in the construction process and potential service disruption and reduced call quality for our customers. If we cannot fulfill the regulatory requirements for
telecommunication towers or meet our own network capacity needs for telecommunication towers, we may face difficulties in developing and providing cellular
GSM, FWA and 3G telecommunications services. Our dependency on telecommunication tower infrastructure, combined with the risk and burden of sharing of
telecommunication towers, may also adversely affect our competitive advantage relative to other operators. New telecommunication providers, for instance, may
be able to access more networks without expending capital to construct telecommunication towers, thereby resulting in more competition for us and lower
revenue. Any of these events could result in a material adverse effect on our network capacity, the performance and quality of our networks and services and our
reputation.
The Tower Decree also mandated that the tower contractor, provider and owner each have to be 100% locally owned companies. We have in the past
awarded contracts for construction of towers and renting of towers to foreign owned companies. If we cannot fulfill the regulatory requirements for contracting
with locally owned tower contractors, providers and owners, we may have to negotiate for new contracts and incur additional costs.
Despite spending significant financial resources to increase our cellular subscriber base, the number of our cellular subscribers may increase without a
corresponding increase in our operating revenues
As we spend significant financial resources to develop and expand our cellular network, we believe we will continue to add cellular subscribers. However,
a continued decline in effective tariffs for voice usage resulting
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from “free-talk” campaigns and related recent tariff discount promotions, increasing SMS usage and greater cellular penetration in the lower-income segment of
the market may cause a decrease in ARPU and our total number of cellular subscribers to increase without a corresponding increase in our operating revenues. In
addition, the uncertain economic situation in Indonesia and increasing prices of primary goods may decrease our cellular subscribers’ purchasing power. We
cannot assure you that expansion of our cellular subscriber base, if such expansion occurs, will result in corresponding increases to our operating revenues and
will not result in decreases in ARPU.
Our ability to maintain and expand our cellular network or conduct our business may be affected by disruption of supplies and services from our principal
suppliers
We rely upon a few principal vendors to supply a substantial portion of the equipment required to maintain and expand our cellular network, including our
microwave backbone, and upon other vendors in relation to other supplies necessary to conduct our business. We depend on equipment and other supplies and
services from such vendors to maintain and replace key components of our cellular network and to operate our business. If we are unable to obtain adequate
supplies or services in a timely manner or on commercially acceptable terms, or if there are significant increases in the cost of such supplies or services, our
ability to maintain and to expand our cellular network and our results of operations and prospects may be adversely affected.
We depend on our licenses to provide cellular services, and our licenses could be cancelled if we fail to comply with their terms and conditions
We rely on licenses issued by the Ministry of Communication and Information Technology for the provision of our cellular services as well as for the
utilization of our allocated spectrum frequencies. The Ministry of Communication and Information Technology, with due regard to prevailing laws and
regulations, may amend the terms of our licenses at its discretion. Any breach of the terms and conditions of our licenses or failure to comply with applicable
regulations could result in our licenses being cancelled. Any revocation or unfavorable amendment of the terms of our licenses, or any failure to renew them on
comparable terms, could have a material adverse effect on our business, financial condition, results of operations and prospects.
Risks Relating to Our Fixed Data (“MIDI”) Services Business

Competition with our MIDI services is increasing, and we may experience declining margins from such services as competition intensifies
Our MIDI services are facing increased competition from new and established operators, which may have wider customer bases and greater financial
resources than us, such as Telkom, with its broad international reach and developed domestic infrastructure. In addition, operators such as Excelcomindo, First
Media and Icon+, some of which have alliances with foreign telecommunications operators, compete with us in this business segment. Moreover, our satellite
business faces increasing competition as new and more powerful satellites are launched and as companies acquire exclusive licenses to provide broadcast
services in Indonesia, including Indovision’s acquisition of an exclusive license to provide direct-to-home television services. We lease transponder space on our
Palapa-C2 satellite for periods of two to five years, and we estimate the remaining useful life of such satellite to be approximately three years. As additional
satellites become operational, as our transponder leases expire or are terminated and price competition intensifies, our transponder lessees may utilize other
satellites, thereby adversely affecting our operating margins and operating revenues from such services.
Our satellite has a limited operational life and may be damaged or completely destroyed during operation. The loss or reduced performance of our satellite,
whether caused by equipment failure or its license being revoked, may adversely affect our financial condition, results of operations and ability to provide
certain services
Our Palapa-C2 satellite has a limited operational life, which is presently estimated to end in January 2011. A number of factors affect the operational lives
of satellites, including the quality of their construction, the durability
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of their component parts, on-board fuel reserves, the launch vehicle used and the manner in which the satellite is monitored and operated. We currently use
satellite transponder capacity on our satellite in connection with many aspects of our business, including direct leasing of such capacity and routing for our
international long-distance and cellular services. Our satellite could fail prior to January 2011, and we believe in-orbit repairs would not be feasible. Moreover,
ITU regulations specify that a designated satellite slot has been allocated for Indonesia, and the Government has the right to determine which party is licensed to
use such slot. While we currently hold a license to use the designated satellite slot, in the event our Palapa-C2 satellite experiences technical problems or failure,
the Government may determine that we have failed to optimize the existing slot under our license, which may result in the Government withdrawing our license
and granting it to one of our competitors. We cannot assure you that we will be able to maintain use of the designated satellite slot in an manner deemed
satisfactory by the Government.
We maintain in-orbit insurance in the event of the total loss of the Palapa-C2 satellite prior to 2011, providing for a single payment of US$14.0 million in
the event that the satellite is lost or destroyed. Palapa-C2’s satellite control processor has been identified as prone to failure, and our satellite insurance excludes
coverage of satellite malfunction caused by failure of the satellite control processor. If damage or failure renders our satellite unfit for use, we may elect to cease
our satellite operations or lease transponder capacity from a third-party provider rather than acquiring a new satellite. The termination of our satellite business
could have a material adverse effect on our overall business and increase operating expenses associated with our provision of other telecommunications services.
Our failure to launch our new Palapa-D satellite may adversely affect our financial condition, results of operations and ability to provide certain services
On June 29, 2007, we signed a contract to purchase Palapa-D, a new satellite which will replace our Palapa-C2 satellite. We plan to launch our Palapa-D
Satellite in late 2009. Based on our purchase contract and as part of our risk management procedures, we will purchase satellite components which have long lead
times. Because we purchase components with long lead times, the satellite manufacturer has agreed to provide us with a substitute satellite which can be
launched within 18 months should there be a failure in launching our Palapa-D satellite, as compared to the typical preparation period of 26 months. While we
prepare for the launch of our Palapa-D satellite, we will attempt to extend the operational life of our Palapa-C2 satellite until the second quarter of 2011 by using
an “inclined orbit” technique. Delay in launching or operating the Palapa-D satellite as a result of failures in the construction process, delivery to the launching
location, the launching of or in-orbit delivery (IOD) of the satellite, or other factors, may adversely affect our ability to provide satellite services, particularly if
such delay extends past the operational life of our Palapa-C2 satellite. If such delays occur, we may experience increased operating expenses associated with our
provision of telecommunications services and losses or damage to the new Palapa-D satellite during the construction process, delivery and launching, which may
not be covered by insurance.
Risks Relating to Our Fixed Telecommunications Services Business

Our CDMA frequency migration from 1900 MHZ to 800 MHz in the Greater Jakarta areas and optimization to the 800 MHz frequency in other areas may
cause a decline in fixed wireless service quality and possible cellular network interference
Since 2004, we have operated fixed wireless access services in Jakarta and Surabaya and their surrounding areas using CDMA2000 1x fixed wireless
technology. We provide such services through a 5 MHz spectrum allocation in the 1900 MHz band for the Jakarta, West Java, and Banten regions and through a
5 MHz spectrum in the 800 MHz band for other areas of the country. In 2005, the Government implemented regulations requiring that all telecommunications
services using CDMA2000 1x fixed wireless technology must migrate to the 800 MHz band, and that after December 2007, the 1900 MHz band would be
reserved exclusively for 3G cellular services. In addition, the Government declared that no compensation would be provided to telecommunications operators in
connection with any necessary frequency migrations related to the implementation of such regulations and that we
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were not allowed to develop or expand our fixed wireless access in the Jakarta, West Java and Banten regions. Furthermore, our ability to gain more fixed
wireless subscribers is dependent upon additional allocations of numbering blocks and fixed wireless spectrums from the Government to increase network
capacity. If we fail to obtain new numbering block allocations as and when needed, we may experience difficulty attracting and retaining cellular subscribers,
which could have a material adverse effect on our cellular services business.
On December 12, 2006, the Government allocated two channels of nationwide fixed wireless spectrum to us in the 800 MHz frequency. This license
replaces our previous fixed wireless license for three channels in the 1900 MHz frequency. The Ministry of Communication and Information Technology’s
Ministerial Decree No. 181 / 2006 on 800 MHz frequency channel allocation for local fixed wireless services required us to migrate from the 1900 MHz
frequency to the new 800 MHz frequency by the end of 2007 in the Greater Jakarta area. Because we had to upgrade our existing radio equipment from 1900
MHz to 800 MHz equipment to complete the frequency migration, we may have experienced inconsistent network service quality during this migration period.
We completed the migration process for CDMA at the end of 2007. However, we cannot assure you that the migrated CDMA network will function as planned.
Failure to successfully migrate such services and decreased fixed wireless or cellular service quality and possible cellular network interference resulting from the
migration may affect our ability to expand our StarOne services to additional cities and have a material adverse effect on our business, financial condition, results
of operations and prospects. For risks to our cellular services related to CDMA migration, see “Risks Relating to our Cellular Services Business—Our CDMA
frequency migration from 1900 MHz to 900 MHz in the Greater Jakarta areas and optimization to the 800 MHz frequency in other areas may cause a decline in
cellular service quality and possible cellular network interference.”
The entry of additional Indonesian telecommunications operators, as providers of international long-distance services could adversely affect our fixed
telecommunications services operating margins, market share and results of operations
Telkom, a well-established Indonesian telecommunications incumbent with significant political and financial resources, obtained a license to provide
international long-distance services on May 13, 2004 and launched its commercial service on June 7, 2004. Telkom’s entry into the international long-distance
market poses a significant competitive threat to us. As a result of Telkom’s entry into the international long-distance market, we lost market share and
experienced other adverse effects relating to our fixed telecommunications services business. By the end of 2006, Telkom had acquired significant market share
for IDD services. In addition, the Government has issued Bakrie Telekom a new international long-distance license in an effort to encourage greater competition
in the international long-distance services market. We cannot assure you that such adverse effects will not continue or that such increased competition will not
continue to erode our market share or adversely affect our fixed telecommunications services operating margins and results of operations.
We face risks related to the opening of new long distance access codes
In an attempt to liberalize DLD services and local telecommunications access, the Government has issued regulations requiring each provider of DLD
services to implement a three-digit access code to be dialed by customers making DLD calls. On April 1, 2005, the Ministry of Communication and Information
Technology announced that three-digit access codes for DLD calls will be implemented gradually within five years of such date and that it would assign us the
“011” DLD access code for five major cities, including Jakarta, and allow us to progressively extend it to all other area codes within five years. Telkom was
assigned “017” as its DLD access code. On December 3, 2007, the Government enacted Ministerial Decree No. 43 / 2007, which extended the date of
implementation of the DLD access code to April 3, 2008. The Ministerial Decree also sets forth a schedule on implementing “01X” long distance access. Starting
April 3, 2008, those access codes will be implemented in Balikpapan. Following the implementation, Balikpapan residents will be able to choose from options
“0,” “011” or “017” in connecting their long distance calls. Whether the DLD access code will be implemented in other cities will be based on a study by the
Indonesian Telecommunication Regulatory Board on Indosat and Telkom’s fixed phone service customers and on several criteria such as (i) Telkom must open
the DLD access code of “01X” in certain area codes within a certain timeframe if
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Indosat, as a second DLD operator, has Fixed Wireless Access (“FWA”) with limited mobility customers which equal or exceed 30% of Telkom’s FWA services
with limited mobility customers or (ii) Telkom must open the DLD access code of “01X” in certain area codes within a certain timeframe if Indosat, as a second
DLD operator, has Fixed Terminal customers which equal or exceed 15% of Telkom’s wireline and FWA services with limited mobility customers. In addition,
the opening of new DLD access codes is expected to result in increased competition and less cooperation with industry incumbents, which may result in reduced
margins and operating revenue, among other things, all of which may have a material adverse effect on us. We cannot assure you that the access code in
Balikpapan will remain intact or be successful in improving our revenues from long distance. We also cannot assure you that similar access codes will be
implemented in other cities.
VoIP usage is increasing, and certain customers use VoIP services rather than traditional international long-distance services, which may continue to have a
material adverse impact on our fixed telecommunications services business
Worldwide and Indonesian trends indicate increased usage of VoIP services and a corresponding decrease in the usage of traditional international
long-distance services. The cost structure for providers of VoIP services is lower than that for traditional fixed-line operators and, as such, VoIP services are
customarily offered at significant cost savings compared to international long-distance services. Availability of VoIP services, despite their lower quality as
compared to international long-distance services, may continue to adversely impact our operating revenues from fixed telecommunications services due to lower
traffic volumes and reduced pricing plans for our traditional international long-distance services.
A decrease in applicable accounting rates may adversely affect our operating revenues derived from interconnection fees charged to foreign
telecommunications operators
Telecommunications providers make interconnection settlements based on established accounting rates contained in agreements between such providers.
These agreements are subject to periodic renegotiation and, in recent years, certain foreign telecommunications operators have negotiated reductions in
accounting rates. As a result, international accounting rates have decreased in recent years, and we expect that they will continue to decrease. Any reduction in
accounting rates with foreign telecommunications operators may result in reduced interconnection revenues derived from international incoming calls.
Interconnection revenues from foreign telecommunications operators may be unreliable, and we may not receive all monies due in connection with the
provision of our fixed telecommunications services
A significant portion of our operating revenues from fixed telecommunications services consists of amounts received from foreign telecommunications
operators for handling incoming calls to Indonesia. Such operators may not pay these interconnection amounts to us promptly as such amounts become due and
payable. Further, adverse economic conditions experienced by such foreign telecommunications operators in their home countries may adversely affect such
operators’ ability to pay such interconnection amounts to us in a timely manner or at all.
The unstable economic and political situation in Indonesia may adversely affect the level of international business activity in Indonesia, which may have a
material adverse effect on our operating revenues from international long-distance services
Our international long-distance services are impacted by the levels of international business activity and tourism in Indonesia, the number of Indonesian
overseas workers international accounting rates, tariffs for international long-distance, fluctuations in the exchange rate of the Indonesian rupiah against the U.S.
dollar and compensation to telecommunications carriers and service providers. The continued unstable economic and political situation in Indonesia, including
events preceding the general election in 2009, may adversely affect foreign investment and international business activity in Indonesia, which may result in lower
customer demand for our international long-distance services.
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We may be unable to retain both of our international access codes, and the loss of either access code may adversely impact our operating revenues from fixed
telecommunications services and our marketing strategy for our fixed telecommunications services
In August 2003, we received confirmation from the Ministry of Communication and Information Technology that we could continue to provide
international long-distance services pursuant to the operating license of our legacy subsidiary, Satelindo, using its “008” international access code in conjunction
with our “001” international access code. We have attempted to market these international access codes as distinct brands targeted to different corporate and
consumer segments. We cannot assure you that the Government will allow us to continue using both international access codes. If the Government restricts our
ability to use both international access codes, our marketing strategy for international long-distance services, and operating revenues related to such services,
would be adversely affected.
Item 4: INFORMATION ON THE COMPANY

Overview
We are a fully integrated Indonesian telecommunications network and service provider and provide a full complement of national and international
telecommunications services in Indonesia. We are the second-largest cellular operator, as measured by number of cellular subscribers, and one of the providers of
international long- distance services in Indonesia. We also provide MIDI services to Indonesian and regional corporate and retail customers. During 2007, our
operating revenues totaled Rp16,488.5 billion (US$1,755.4 million). Our principal products and services include:
• Cellular services. We provide GSM 900 and 1800 cellular services to approximately 24.5 million cellular subscribers throughout Indonesia as of
December 31, 2007. We are focusing on increasing our cellular network coverage, capacity and quality through the purchase of new equipment and
the redeployment of existing equipment.
• Fixed telecommunications (voice) services. We are one of the leading providers of international long-distance services in Indonesia as measured by
aggregate incoming and outgoing call minutes for 2007. To complement our cellular services and to enhance our access to domestic and
international long-distance customers, we launched our fixed wireless services in 2004 and have continued to expand such services. We have also
provided DLD services since 2003 and local fixed telephony services since 2002.
• MIDI services. We provide broadband and narrowband MIDI services, including frame relay services, VSAT services, leased circuits and Internet
services directly and through our subsidiaries, Lintasarta and PT Indosat Mega Media (“IMM”). We offer this suite of products primarily to our
valued corporate and retail customers and wholesalers in an attempt to provide full-service telecommunications solutions.
Our principal shareholders are ICL and ICLS, with an ownership interest of approximately 40.81% of our common stock, and the Government through the
Ministry of State-Owned Enterprises with an ownership interest of 14.29% of our common stock, in each case as of March 31, 2008. Both ICL and ICLS are
wholly owned by Asia Mobile Holdings Pte Ltd (“AMH”) which is approximately 75% owned by STT and approximately 25% owned by Qatar Telecom (Qtel)
Q.S.C. STT is a leading information-communications company in Singapore with operations and interests in the Asia-Pacific region and the United States. STT
is wholly owned by Temasek Holdings (Private) Limited, which is wholly-owned by the Singapore Ministry of Finance. Through its group of companies, STT
offers an array of telecommunications, information and communications services, including fixed and mobile communications, Internet exchange and data
communications, satellite, broadband and pay-TV. We believe we represent STT’s largest investment outside Singapore.
Our business does not experience significant seasonality.
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Corporate History
After being established on November 10, 1967 by the Government, we began commercial operations in September 1969 to build, transfer and operate an
International Telecommunications Satellite Organization, or Intelsat, earth station in Indonesia to access Intelsat’s Indian Ocean Region satellites for a period of
20 years. As a global consortium of international satellite communications organizations, Intelsat owns and operates a number of telecommunications satellites.
Following regulatory changes in the Indonesian telecommunications industry in 1999 and 2000, we began implementing a strategy designed to transform
us from being Indonesia’s primary international telecommunications provider into a leading, fully integrated telecommunications network and service provider in
Indonesia. In 2000, the Government’s introduction of the Telecommunications Law, which encourages industry liberalization, directly impacted our business. In
2001, as part of the Government’s initiative to restructure the telecommunications industry, we entered into an agreement with Telkom to eliminate our
respective cross-shareholdings in several operating subsidiaries, including:
• our acquisition of Telkom’s 22.5% ownership interest in Satelindo;
• Telkom’s acquisition of our 35.0% ownership interest in Telkomsel; and
• our acquisition of Telkom’s 37.2% ownership interest in Lintasarta and the purchase of Lintasarta’s convertible bonds held by Telkom.
Subsequent to the agreement with Telkom, we acquired an effective 45.0% ownership interest in Satelindo, through our acquisition of PT Bimagraha
Telekomindo (“Bimagraha”) in 2001 and acquired the remaining 25.0% ownership interest in Satelindo from DeTe Asia in June 2002. To strengthen Satelindo’s
capital structure and remove certain restrictive covenants arising from Satelindo’s indebtedness, we made an additional capital contribution to Satelindo totaling
US$75.0 million in July 2002.
In August 2002, we entered the domestic telecommunications sector by obtaining a license to provide local fixed network services in the Jakarta and
Surabaya areas. We deployed approximately 13,000 lines in those areas to provide local fixed telephone services and announced our strategic objective to
become a leading fully integrated telecommunications network and service provider in Indonesia. In 2002, the Government divested 517.5 million shares,
representing approximately 50.0% of our outstanding Series B common stock at the time, in two stages. In May 2002, the Government sold 8.1% of our
outstanding common stock through an accelerated global tender. In December 2002, the Government divested 41.9% of our outstanding Series B common stock
to a subsidiary of STT. The Government owned 14.29% of our outstanding Series B common stock and the one Series A share as of March 31, 2008. ICL and
ICLS owned 40.81% of our outstanding Series B common stock. ICL and ICLS is owned by AMH, which is approximately 75%-owned by STT and 25%-owned
by Qatar Telecom. The remaining 44.90% of our outstanding Series B common stock is owned by public shareholders as of March 31, 2008. See “Item 6:
Directors, Senior Management and Employees—Share Ownership.”
On November 20, 2003, we merged with Satelindo, Bimagraha and IM3 and all assets and liabilities of such legacy subsidiaries were transferred to us on
such date. Since entering the Indonesian cellular market through our acquisition of Satelindo and establishment of IM3 and the subsequent integration of such
companies in 2003, cellular services have become the largest contributor to our operating revenues.
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The following table sets forth the breakdown of our operating revenues for each of the periods indicated and the percentage contribution of each of our
services to our operating revenues:
For the year ended December 31,

2005 2006 2007
Rp. % Rp. % Rp. %
(Rp. in billions, except percentages)
Cellular services 8,645.0 74.6 9,227.5 75.4 12,752.5 77.3
Fixed telecommunications 1,250.8 10.8 1,109.3 9.1 1,567.4 9.5
MIDI services 1,694.0 14.6 1,902.6 15.5 2,168.6 13.2
Total operating revenues 11,589.8 100.0 12,239.4 100.0 16,488.5 100.0
Cellular Services
Cellular services contributed revenues of Rp12,752.5 billion for 2007, representing 77.3% of our total consolidated operating revenues in 2007. We are the
second-largest cellular provider in Indonesia, as measured by the number of cellular subscribers, with 24.5 million subscribers as of December 31, 2007. For
2007, we had an estimated market share of 27.9%, which figure is based on our estimates made using available market data. Our cellular network currently
provides network coverage in all major cities and population centers across Indonesia. We provide our cellular services using GSM 900 and GSM 1800
technology.
Following the merger of Satelindo and IM3 into Indosat in 2003, we began a network integration process to combine these two networks using a common
cellular platform. As this network integration process involved a wide geographical area and equipment compatibility issues, some of our cellular subscribers
experienced periods of inconsistent cellular service quality during various stages of the integration, particularly in 2005 and in the Java region. As a result, we
were unable to launch marketing initiatives related to our cellular services on a nationwide basis until the first quarter of 2006. We believe these network
integration issues contributed significantly to our decrease of approximately 1.5 million cellular subscribers during the first quarter of 2006. We completed our
network integration during the first quarter of 2006 and we believe our cellular service quality has improved. After the network integration, we began launching
several nationwide marketing initiatives to attract new cellular subscribers, including Mentari “Freetalk” and IM3 “Raja SMS.” As a result of these initiatives, we
experienced increased SMS usage and voice traffic relative to the number of cellular subscribers in 2006 and 2007 as compared to prior periods. In 2007, we
continued to launch several marketing initiatives, including Mentari “Free Talk” and IM3 “Raja SMS”, and to promote the Mentari “Hebat” campaigns. As a
result of these programs, we also recorded a 46.9% increase in the number of cellular subscribers from 16.7 million to 24.5 million in December 2007. Although
our cellular network quality has improved and several marketing initiatives have been launched in the first half of 2006, the effect of these events on our financial
condition continued into the second half of 2006 and in 2007.
Services
Our principal cellular service is the provision of voice and data transfer, which measures the usage of our cellular network by our customers and is sold
through postpaid and prepaid plans. The tariff structure differs between postpaid and prepaid plans, with prepaid subscribers subject to higher tariffs to offset the
absence of monthly subscription fees.
We offer postpaid plans under the brand name “Matrix.” The Matrix postpaid plan is designed for high-end users. We offer different promotions related to
this segment of cellular service users. Matrix is a basic service package with a postpaid payment plan and, since October 2005, includes free national roaming for
all Matrix subscribers. In addition to the previous three optional Matrix program packages, which were launched in 2005, we began offering a new Matrix
package called “Matrix Strong” in 2006. “Matrix Strong” offers 50 free minutes of on-net voice calls, 50 free SMSs and a tariff of Rp50 per six-second interval
for a monthly charge of
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Rp50,000. In January 2007, we launched “Matrix Strong Become Stronger,” which offers cellular subscribers the choice between two additional promotions:
(i) 125 free minutes of on-net voice calls, 125 free SMSs and a tariff of Rp50 per six-second interval for a monthly charge of Rp100,000; and (ii) 200 free
minutes of on-net voice calls, 200 free SMSs and a tariff of Rp50 per six-second interval for a monthly charge of Rp150,000. In November 2007, we launched a
new marketing program named “Matrix Auto.” The program offers customers with an opportunity to set their maximum usage amount for one month, and
recharge the card with a prepaid voucher once this limit has been passed. The tariff for this product will consist of a tariff priced between those tariffs charged to
prepaid customers and postpaid subscribers. Our Matrix brand has a high degree of brand awareness and was awarded Top Brand Award by Frontier Consultant
in February 2008. We also offer Matrix Hajj and Umroh for our postpaid customers.
We offer prepaid plans under the brand names “Mentari” and “IM3.” Mentari and IM3 offer free national roaming, and we believe our Mentari and IM3
products have a high degree of brand awareness, thereby providing a competitive advantage when attempting to attract and retain customers in a competitive
market. In February 2008, Frontier Consulting Group and Marketing Magazine awarded us the Top Brand Award for both our Mentari and IM3 brands for
outstanding achievement in building our brand awareness and market share, the latter of which is based on customer-stated preferences and customer loyalty. We
have differentiated our two prepaid brands based on market segments. Our Mentari brand is marketed toward families, friends and travelers in the community
with voice services being promoted at competitive prices. Our IM3 brand is marketed toward the younger generation with SMS being positioned as our value
proposition. Starting in early 2008, we adjusted the promotion for our prepaid brands to meet market demand. For instance, our Mentari brand provides a flat rate
tariff for calls nationwide, while our IM3 offers more minutes of on-net voice calls and increased SMS usage. We have developed the “Mentari” and “IM3”
brands to offer promotions and engage in advertising designed for those specific market segments.
In January 2008, we launched the “Mentari 1st Minute Free” program, which offers Mentari customers the first minute of calls, free of charge, if it is a
local call made to Mentari, IM3 or Matrix customers. We also launched the IM3 Ce-eSan for IM3 customers, which offers free SMS services to two friends who
are registered to be their Ce-eSan, if they accrue minimum voice calls amounting to Rp2,000 per day.
Postpaid and prepaid customers have access to local, DLD and international direct long-distance dialing. In addition, we offer a variety of additional,
value-added services, functions and features for our customers, bundled according to the package selected, including:
• SMS: allows customers to send short text messages to other cellular users’ handphone display screens;
• MMS: allows customers of GSM service to send pictures, text and sound/voice in a single packet message;
• Voice SMS: allows customers to send audible messages;
• Ring-back tone: allows customers to choose their favorite song as the ringtone that is heard by callers for incoming calls;
TM
• GPRS: provides mobile data communications with GSM-based technology, including mobile Internet, data transfer and push e-mail (Blackberry
services);
• Mobile data and facsimile services: allows customers to download sports, news, horoscope, movies, music and finance content to their mobile
handsets and to send and receive faxes;
• Voicemail: enables callers to leave voice messages that can be retrieved by customers;
• Caller identification: displays the incoming call number on a customer’s mobile phone display screen;
• Call holding: allows customers to place an incoming or outgoing call on hold while making or receiving other calls;
• Call waiting: signals customers that they have an incoming call while the line is engaged. Upon hearing such a signal, customers can answer the
second call and place the original call on hold;
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• Call forwarding: enables customers to forward incoming calls to other cellular or fixed-line numbers;
• Detailed billing: provides customers with detailed billing statements indicating the duration and cost of calls made to and from a particular mobile
phone;
• Direct debit payment: provides a payment option that automatically deducts billed amounts from the customer’s bank account or credit card;
• Recharge via SMS and automatic teller machines: enables customers to recharge their prepaid airtime plans via SMS and automatic teller machines
automatically deducting billed amounts from the customer’s bank account; and
• International roaming: allows prepaid and postpaid customers to receive SMS and voice services while roaming in foreign cellular networks.
Facsimile, detailed billing and direct debit payments are only available to postpaid subscribers. We offer certain services free of charge, including caller
identification, call holding, call waiting and call forwarding, while others, such as SMS, mobile data and facsimile services and detailed billing, carry additional
fees. We introduced our SMS service to postpaid cellular subscribers in 1995 and extended the service to prepaid subscribers in May 2000. Usage levels have
increased from an average of approximately 319,000 text messages per day in June 2000 to a daily average of approximately 69.4 million and 100.0 million text
messages in December 2006 and December 2007, respectively. In 2005, 2006 and 2007, SMS usage fees represented a substantial portion of our operating
revenues from value-added cellular services and features. We expect SMS to continue to contribute the majority of revenues from value-added cellular services
and features, but anticipate increased revenues from GPRS and mobile data services in future periods.
We launched our portfolio of mobile data services in 2000. Mobile data services can be accessed over SMS or through a direct dial-up connection to a
WAP server. Subscribers can access a variety of information, including movie listings, stock quotes, exchange rates, sports and business news and astrological
predictions, and re-charge their prepaid SMS cards. In addition, subscribers can send and receive e-mail and conduct mobile banking services with several
leading banks through their mobile handsets.
We conducted initial commercial operations for GPRS service in early 2002. GPRS service with EDGE technology is now available in most large cities in
Java, Bali, TM
Sumatra, Kalimantan, Sulawesi and Papua with full network access. In cooperation with
TM
StarHub and Research-In-Motion, we introduced
Blackberry Enterprise Service to our corporate
TM
customers in December 2004 and Blackberry services for personal users in March 2005. As of December 31,
2007, we have more than 6,000 Blackberry customers.
We revised our interconnection agreements with telecommunications operators following the implementation of the new interconnection regime. These
revised agreements allow our cellular networks to interconnect with the PSTN operated by Telkom, our international gateways and the networks of each of the
other Indonesian cellular and fixed wireless operators, thereby allowing our cellular subscribers to communicate with customers of other telecommunications
service providers.
We offer international roaming services to our cellular subscribers to enable them to make and receive calls and to send and receive SMS text messages
when outside Indonesia. We have entered into roaming agreements with operators of GSM cellular networks in Africa, Europe, North and South America and
Asia. As of December 31, 2007, our postpaid cellular subscribers could roam internationally on 319 networks, owned by 273 operators in 122 countries.
On December 12, 2006, we became a member of the largest international telecommunications operator alliance in Asia, CONEXUS. which was formed to
increase each member’s competitive value in providing international telecommunication services in their respective country and across the Asia-Pacific region.
To support current roaming services through GSM, GPRS and WCDMA, the members of the alliance are cooperating to provide roaming with HSDPA
technology. This alliance has expanded service coverage to more than 150 million customers in nine countries, including Indonesia.
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On February 8, 2006, the Government conducted an open bidding process for 3G spectrum licenses and, following satisfactory completion of the bidding
process, we were awarded one 3G spectrum license for 5 MHz of paired spectrum for an up-front fee of Rp320.0 billion, a bid lower than that of our competitors.
Under the terms of the license, we are also required to submit an annual performance bond to the Government of 5% of the total license fee, or Rp20.0 billion,
whichever is higher. We will forfeit this performance bond as a penalty if we are unable to deliver 3G services as stipulated by the Government. Under the
license, we were required to initiate 3G service in at least two areas, Jakarta and Surabaya and their surrounding areas, and to provide coverage for 10% of
population in each of these regions by 2006, 20% by 2007, and 30% by 2009. The license also requires us to initiate 3G service in additional areas on an
incremental basis within the next five years. Under the terms of our license, we were required to complete our 3G network expansion to provide network
coverage to 20% of the population of Jakarta and Surabaya and 10% of the population in West Java, Yogjakarta and North Sumatra by the end of 2007. We
cannot assure you that we will be able to continue our 3G network expansion as planned or successfully complete the population coverage levels mandated by the
Government. Moreover, as the Government has not issued guidance on how to calculate percentages of population coverage, it remains unclear whether or not
we have fulfilled these requirements under our license. Failure to complete our 3G network expansion could result in an increase in our performance bond for the
license or a fine by the Government for non-compliance with the license terms and may adversely affect our business, financial condition, results of operations
and prospects.
Customers and Marketing

We segment the Indonesian population by location, disposable income and other factors we believe indicate the desire and ability of individuals and
corporations to purchase our products and services. We then target areas populated with a higher density of potential cellular subscribers. These areas are
generally economically more developed and more prosperous than other areas in Indonesia. Through this approach, we have achieved a diversified cellular
subscriber base spread throughout Indonesia’s major population centers. We implemented this strategy to adapt to competition from new entrants and pricing
pressures in major urban areas.
Since the launch of our cellular services in Indonesia, we have recorded cellular subscriber growth in each year. Our prepaid subscriber base has grown
significantly over the past three years relative to our postpaid subscriber base. As of December 31, 2005, we had 676,407 postpaid and 13,836,046 prepaid
cellular subscribers. As of December 31, 2007, our subscriber base had grown to 599,991 postpaid and 23,945,431 prepaid cellular subscribers. We have focused
on increasing the number of our prepaid cellular subscribers as prepaid subscriptions minimize cellular subscriber credit risks and reduce billing and collection
costs. Moreover, we believe Indonesian cellular customers tend to favor the convenience, ease of activation, avoidance of fixed commitments and lack of credit
checks associated with prepaid cellular plans.
The following table presents certain information regarding our postpaid, prepaid and total cellular subscriber base as of the dates indicated:
As of December 31,
2005 2006 2007
(1)
Cellular subscribers:
Prepaid 13,836,046 15,878,780 23,945,431
Postpaid 676,407 825,859 599,991
Total 14,512,453 16,704,639 24,545,422
(1) Cellular subscribers means total registered and active cellular subscribers at the end of the relevant period. We define an “active cellular subscriber” as a cellular subscriber: (i) who, in the
case of a postpaid cellular subscriber, has no outstanding balance remaining due more than 100 days after the last statement date; or (ii) who, in the case of a prepaid subscriber, recharges
the SIM card within 37 days immediately following the SIM card’s expiry date (i.e., 30 days from the date of activation) by adding certain minimum amounts to the SIM card. See
“—Activation, Billing and Collection.”
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When cellular services were first introduced in Indonesia, cellular subscribers consisted primarily of wealthy individuals and business customers, including
civil servants working for government entities. As activation fees and mobile handset prices declined and cellular service quality improved, cellular services have
become increasingly affordable and popular with the broader middle-income market for both business and personal use. These cellular subscribers typically have
lower average monthly usage and higher price-sensitivity than the cellular subscribers during the early development of the Indonesian cellular services market.
The following table presents selected information regarding our ARPU for the periods indicated:

2005 2006 2007
(Rp.)
(1)
ARPU:
Postpaid 240,810 194,791 182,682
Prepaid 58,054 52,713 47,028
Blended ARPU 67,113 60,023 52,821
(1) The average monthly revenue (in Indonesian rupiah) per cellular subscriber is computed by dividing monthly recurring cellular services revenues, excluding non-recurring revenues such as
activation fees and special auctions of telephone numbers, for the relevant period by the average number of cellular subscribers. The average number of cellular subscribers is the sum of
the total number of active cellular subscribers at the beginning and end of each month divided by two. We define an “active cellular subscriber” as a cellular subscriber: (i) who, in the case
of a postpaid cellular subscriber, has no outstanding balance remaining due more than 100 days after the last statement date; or (ii) who, in the case of a prepaid subscriber, recharges the
SIM card within 37 days immediately following the SIM card’s expiry date (i.e., 30 days from the date of activation) by adding certain minimum amounts to the SIM card. See
“—Activation, Billing and Collection.”
After the completion of our network integration in 2005, and cellular network optimization in the first quarter of 2006, we believe we have improved our
cellular service quality significantly. We continued our nationwide marketing and promotional activities under the “Punya Indosat” or “Indosat Owned”
campaign in an attempt to retain our existing valued cellular subscribers and to acquire new cellular subscribers. Our “Indosat Owned” campaign involves our
wide range of innovative value-added services, including “I-Ring,” a personal ring-back tone, “I-Say,” a voice messaging service, and “I-Memova,” one of our
push e-mail services, as well as promotions such as Mentari “Freetalk”, Mentari “Hebat” and IM3 “Raja SMS.” We also continued “Point Plus Plus,” a program
that provides cellular subscribers certain rewards for usage. This program enables customers to redeem their points for prizes as well as being entered in a
drawing for four automobiles from Jaguar. In addition, we regularly advertise through major newspapers, television, outdoor media, magazines and direct
mailings and cross-sell our products with other leading corporations.
To consolidate our marketing channels for cellular services, we have opened integrated walk-in centers, under the name “Galeri Indosat,” which we
operate, and “Griya Indosat,” which is operated by our exclusive distributors. Our walk-in centers provide cellular subscribers with sales, customer service and
product information. As of December 31, 2007, we operated 316 walk-in centers nationwide. We also have a dedicated team of employees who coordinate sales
and services to Indonesian corporations.
To supplement our direct marketing channels, we maintain a network of independent dealers. These independent regional and multi-regional dealers have
their own distribution networks throughout Indonesia and promote our cellular services, primarily to individuals. These dealers include major distributors of
mobile handsets and typically have their own retail networks, direct sales forces and sub-dealers in Indonesia. These outlets serve as additional branch outlets for
us and offer a broad range of services, including product and service information, customer service and bill payment processing. Existing and new cellular
subscribers can activate and register and pay for all of our cellular services at these outlets. We continue to maintain our relationships with our dealers in an
attempt to generate higher sales volume through better product placement, an integrated dealer network and enhanced dealer loyalty.
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Tariff Structure and Cellular Services Operating Revenues
Based on Ministerial Decree No. 12 / 2006, the Government regulates tariff formulations for changes in basic telecommunication services by establishing
the floor price of certain tariffs based on the interconnection cost. The interconnection cost has been effective since January 1, 2007, but certain interpretative
rules regarding retail floor price formulation have not yet been clarified, and we understand the Government recently announced Ministerial Decree No. 9 / 2008
on April 7, 2008, regarding the new cellular retail tariff formulations. Pursuant to this new regulation, we have implemented a new retail tariff formulation in
April 2008.
The Indonesian cellular telecommunications market uses a “calling party pays” system, which requires that the originators of telephone calls pay for calls.
The tariffs for postpaid subscription services consist of activation, monthly subscription and interconnection-based usage charges. The interconnection-based
usage charges are calculated by considering three interconnection costs: originating, transit and terminating costs, which depend on the routing traffic. The new
tariff formulation regulated by the Government does not differentiate between prepaid and postpaid cellular services tariffs. However, the tariffs for prepaid and
postpaid cellular services may be different based on network element costs.
Activation Fees and Monthly Charges. Activation fees represent the initial connection fees charged to new postpaid and prepaid customers when
subscribing to a cellular network. Monthly charges represent fixed amounts charged only to postpaid cellular subscribers for maintaining access to the cellular
network. Currently, our postpaid customers are no longer charged an activation fee. We offer several programs for postpaid customers, including a minimum
monthly usage of Rp25,000, “Matrix Strong” for Rp50,000 and other promotional programs. Under Indonesian GAAP, sales of initial and reload vouchers are
recorded as unearned revenues and recognized as revenue upon usage or expiration of the voucher.
Usage charges. There are three types of calls: local, long distance, and international calls. For the purposes of determining termination, calls may terminate
on any of the cellular, fixed or satellite networks. In September 2006, we submitted a Reference Interconnect Offer (“RIO”) to the Government, which included
the proposed tariff for all types of calls. The Government has approved our proposal and it has been used as the basis for interconnection agreements with other
telecommunications operators since January 1, 2007. In early 2008, we submitted a new RIO to the Government for approval relating to our proposed new
interconnection tariff, and in April 2008, the Government approved our RIO.
Value-added Services. The Ministry of Communication and Information Technology did not regulate the tariffs for SMS or other value-added services
until early 2008. Based on Ministerial Decree No.9 / 2008, the Government now regulates the tariff formula for value-added services, including SMS. Pursuant to
this new regulation, we charge maximum usage fees for SMS usage at Rp150 per message for postpaid subscribers and Rp149 per message for prepaid
subscribers. We also offer promotional discounts for certain SMS services for both postpaid and prepaid customers. SMS operates on a “sender-keeps-all” basis,
which means that we earn revenues whenever one of our cellular subscribers sends an SMS. We do not, however, earn revenues when a customer of another
telecommunications operator sends an SMS to one of our cellular subscribers. For our GPRS service, cellular subscribers are charged Rp1 per kilobyte of data
downloaded. We receive roaming settlements from foreign telecommunications operators when their cellular subscribers roam on our network.
Interconnection
We currently interconnect with the fixed line and cellular networks operated by all network operators at numerous locations throughout Indonesia. To
minimize our interconnection expenses, we utilize our own backbone transmission facilities whenever possible and in compliance with applicable regulations.
For example, routing a long-distance call from a customer in Surabaya to a destination customer in Jakarta through our fiber optic or microwave transmission
lines allows us to avoid the use of another operator’s network, thereby lowering our interconnection expenses associated with routing our intra-network usage.
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Activation, Billing and Collection
Potential customers can apply for our cellular services at our sales and distribution points. Many of our independent dealers, however, can only receive
new applications for cellular services, which are then forwarded to us for processing. A potential subscriber for our postpaid service is required to provide proof
that such subscriber meets our minimum credit requirements. If a potential subscriber does not meet our postpaid requirements, our sales representative
recommends our prepaid services. Once approved, postpaid service SIM cards are activated within 24 hours.
We bill our postpaid subscribers on a monthly basis through our centralized billing division. In the case of prepaid subscribers, the wireless billing system
automatically reduces the value of each prepaid subscriber’s account as originating, transit and terminating charges are assessed.
Our postpaid subscribers have a variety of payment options in paying their monthly bills. Payment can be made by cash and major credit cards through
Indosat galleries, bank tellers or post office branches. In addition, customers can also make payment via automatic debit through banks or participating credit
card companies, bank transfers, Automatic Teller Machines, Electronic Data Capture, mobile banking, Internet banking, and phone banking. Payments are due 20
days after the account statement date. Twenty-seven days after the statement date, we remind subscribers who have not paid their balance and block their ability
to make outgoing calls. For subscribers who remain unpaid 40 days after the statement date, we block the subscriber’s ability to make or receive calls. We
permanently disconnect service and cancel the subscriber’s SIM card for accounts that are more than 50 days past due and remove such subscriber’s data from
our network after 120 days from the statement date.
We have taken a number of steps to prevent subscriber fraud and to minimize losses. We deliver prepaid vouchers to our independent dealers only on a
cash-on-delivery basis, and we do not collect payments for our services from cellular subscribers through our independent dealers. In addition, we require, in
certain instances, refundable deposits from subscribers depending on usage levels, and we review accounts of our high-usage customers at regular intervals to
ensure that the deposit levels continue to be adequate.
Competition
The cellular services business in Indonesia has become increasingly competitive during recent years. Competition in the cellular communications industry
is based principally on network coverage and technical quality, price, the availability of data services and special features and quality and responsiveness of
customer service. Based on our estimates made using available market data, the three major providers of wireless services in Indonesia, Telkomsel (which is
majority-owned by Telkom), we and Excelcomindo (which is indirectly majority-owned by Telekom Malaysia), provided approximately 86.5% of Indonesia’s
wireless telecommunications services as of December 31, 2007.
In May 2003, Telkom introduced TelkomFlexi, a CDMA 2000 1x service in the Jakarta area. Currently, Telkom offers this service throughout Java and
several large cities in Sumatra and other islands. Telkom offers this service as fixed wireless service, but the service has expanded mobility and value-added
features similar to cellular services. After receiving requests from industry associations, the Ministry of Communication and Information Technology issued
Ministerial Decree No. 35 / 2004 stating that the service area of the fixed wireless network shall be limited to an area equal to one area code of the local fixed
network service. An operator of fixed wireless service is therefore prohibited from extending its roaming services to other area codes. In addition to TelkomFlexi,
Bakrie Telecom has offered identical services in the Jakarta area, Java and North Sumatra.
In early 2004, PT Bimantara Citra Tbk. launched a new wireless operator named Mobile-8, which uses CDMA2000 1x and EVDO technology. Mobile8
has received a nationwide license to provide wireless telecommunications services and competes with traditional GSM operators by attracting new cellular
subscribers with discounted prices as its primary advantage.
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Starting in 2005 and 2006, most Indonesian telecommunications operators conducted aggressive subscriber acquisition programs with a goal to increase
individual market share. Through the offer of discounts, bonuses and special rates, operators attempted to differentiate their services from those of other
operators, primarily based on price. This competition has caused tariffs to continue to decline and, as a result, we believe cellular subscriber ARPU has continued
to decline for most Indonesian telecommunications operators.
In addition to increased price competition for cellular services several, telecommunications operators have been granted a license to operate a 3G mobile
telecommunications network. We believe competition for 3G services will be intense as telecommunications operators begin to deploy their networks in major
population centers. Currently, there are five telecommunications operators holding 3G licenses: PT Telekomunikasi Seluler (Telkomsel), PT Hutchinson Charoen
Phokphand Telecommunication, PT Natrindo Telepon Seluler, Excelcomindo and us. We offer 3G services in 17 cities nationwide and are focusing more on
wireless broadband services.
The Government also announced an allocation of 800MHz spectrum and awarded a national license for fixed wireless access to Bakrie Telecom and
Mobile-8 as well as additional licenses for cellular access to Telkom and Bakrie Telecom.
We believe barriers to entry in the Indonesian cellular and fixed wireless services industry are currently comparatively high due to limited availability of
frequency spectrum, a capital intensive operating environment, difficulties in acquiring sites for network expansion and the established market presence of the
three incumbents. Nevertheless, we are anticipating continued intense competition within the Indonesian cellular and fixed wireless services industry generally.
In response to this, we intend to dedicate future capital expenditure to our cellular and fixed wireless business in an effort to increase network capacity and
service quality and to provide various value-added services.
Fixed Telecommunications Services

Our fixed telecommunication services include international and domestic long distance as well as fixed wireless services. For 2007, fixed
telecommunications services contributed Rp1,567.4 billion, or 9.5%, to our operating revenues. We receive fixed telecommunications services operating
revenues from domestic operators, with the largest portion from Telkom, and foreign telecommunications operators. Except with respect to payments from our
cellular, fixed wireless and fixed line subscribers, we do not receive any payments directly from the end users of our international long-distance services. In
2007, approximately 7.4% of fixed telecommunications services operating revenues were derived from amounts paid or payable by Telkom and other domestic
operators in respect of outgoing calls, approximately 16.4% of such revenue was derived from amounts paid or payable by cellular operators and approximately
56.5% of such revenue was derived from net settlements with foreign telecommunications operators in respect of incoming and outgoing calls. The remaining
19.7% of fixed telecommunications services operating revenues was derived from direct billing for specific services, such as calling card and fixed-line
subscribers. The corresponding figures for 2006 were approximately 12.1%, 15.7%, 55.2%, and 17.0%, respectively.
Services
International Long-Distance Services. We provide a variety of international voice telecommunications services and both international switched and
non-switched telecommunications services. Switched services require interconnection with either the PSTN or another mobile cellular operator’s facilities;
non-switched services can be completed through our transmission facilities without the need for interconnection.
Through our “001” and “008” international long-distance services, we currently handle a substantial majority of the traditional IDD business in Indonesia.
However, the duopoly regime in the IDD business ended on January 1, 2004, the effective date of Telkom’s license to operate IDD services. Moreover, other
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telecommunication operators may enter the IDD business without any obligation to pay compensation to the existing telecommunications operators. In
anticipation of increased competition resulting from such industry deregulation, we launched “FlatCall 016” in March 2005 and marketed it as a new product
aimed at consumers in the most price-sensitive market segment. However, beginning January 2007, in compliance with a decree from the Government, we
changed the access code to a five digit code and named it “FlatCall 01016.” The “FlatCall 01016” product offers competitive tariff rates for certain top
destination countries while offering regular VoIP tariff rates for the remaining countries.
Our outgoing international long distance calls are routed through one of our six international gateways. From these gateways, international long-distance
services are transferred via satellite or submarine cable based on predetermined routing plans developed in collaboration with foreign telecommunications
operators. The foreign carriers receiving calls through the international gateways are responsible for terminating the calls to their recipients. Similarly,
international long-distance calls received at our gateways are switched from the gateway to their destinations domestically through Telkom’s local network, our
cellular networks, our fixed local network or one of the other cellular operators with which we maintain interconnection arrangements.
For 2007 revenues from international long distance services amounted to Rp1,230.2 billion.
The following table sets forth certain operating data for our international direct dialing services for the periods indicated:

2005 2006 2007
minutes % change minutes % change minutes % change
(in thousands, except percentages and ratios)
Incoming paid minutes 808,048 20.5 980,471 21.3 1,236,604 26.1
Outgoing paid minutes 156,633 (17.0) 153,824 (1.8) 296,891 93.0
Incoming and outgoing paid minutes 964,681 12.2 1,134,294 17.6 1,533,495 35.2
Ratio of incoming to outgoing traffic 5.16 — 6.37 — 4.17 —
During 2006 and 2007, our international outgoing calls measured by paid minutes decreased by 1.8% and increased by 93.0%, respectively, compared to
the previous year, while our international incoming calls measured by paid minutes increased by 21.3% and 26.1%, respectively, over the same periods.
Combined outgoing and incoming calls, also measured by paid minutes, increased 17.6% and 35.2% during 2006 and 2007, respectively. We believe our stronger
growth in 2007 relative to the prior year was primarily due to our aggressive business strategy emphasizing volume-based sales. We believe that increased
competition from Telkom and VoIP operators, some of which are unlicensed, will continue to affect our business in the future.
Fixed Wireless Services. We launched our fixed wireless services in 2004 to expand our Fixed Telecom business segment and to complement our cellular
services. Using CDMA2000 1x technology, our fixed wireless services offer a cost-effective alternative to our cellular services to customers who have limited
mobility requirements. As of December 31, 2007, our fixed wireless service, “StarOne,” had a total subscriber base of 627,934 subscribers with 33,731 postpaid
subscribers and 594,203 prepaid subscribers in 29 major cities nationwide. For 2007, revenues from fixed wireless services totaled Rp218.7 billion. In 2007, we
had capital expenditures of approximately Rp157.8 billion mainly to finance our frequency migration and increase the capacity of our CDMA 2000 1x
infrastructure. On December 12, 2006, the Government granted us a license for two channels of nationwide fixed wireless in the 800MHz frequency. This license
replaced our previous 1900MHz fixed wireless license and required us to migrate from this frequency to the new 800MHz frequency by the end of 2007 in the
Greater Jakarta area. We expanded our StarOne services to 37 cities by March 2008.
Local and Domestic Long Distance Services. We launched local and domestic long distance service from Indosat access points (“StarOne” and “I-Phone”)
in October 2005. We currently have local and domestic long-distance coverage of 34 major cities in Indonesia.
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We have undertaken a variety of marketing initiatives to improve our service to fixed telecommunications customers. Our marketing strategy focuses on:
(i) strengthening our price-tiering strategy through implementation of “FlatCall 01016” to compete with VoIP services; (ii) expanding the market and retaining
Indosat customers through bundling initiatives; (iii) establishing volume commitments for incoming traffic from foreign telecommunications operators; and
(iv) expanding coverage of our fixed wireless services. We have traditionally maintained a nationwide advertising campaign, using television, newspapers,
magazines, websites and radio to increase brand awareness among business and retail customers. We have also established and are strengthening regional sales
offices in many locations throughout Indonesia.
We employ a specialized sales force, including a sales group, which focuses on our largest 500 customers, including hotels, large corporate customers,
government offices and embassies. We also conduct broader-based marketing programs, such as telemarketing and direct-mail campaigns and have implemented
a customer loyalty program, which provides incentives to regular users. In addition, we seek to broaden our customer base by conducting joint promotions with
other international telecommunications companies to promote our services. We strive to deliver high-quality services that maximize customer satisfaction. No
single customer accounts for more than 1.0% of our operating revenues from fixed telecommunications services.
In 2007, approximately 65.0% of our outgoing international long distance call minutes originated in the greater Jakarta area, followed by Batam (near
Singapore) with 12.0%, Denpasar in Bali with 4.0%, Bandung in West Java with 3.0%, and Surabaya in East Java with 3.0%.
We maintain a proprietary database of customer information, which allows us to analyze consumer preferences and usage patterns and to develop tailored
marketing and products. We conduct our own market research and also engage consultants to perform broader research on customer behavior and needs.
Tariff Structure
Rates. On January 1, 2007, the Government implemented new retail tariff formulations for fixed telecommunication operators. The formulation sets the
ceiling price of tariffs and is used to calculate monthly and usage fees for local, long-distance and international calls. The formulation is complex and the
Government has yet to provide interpretive guidance on certain rules regarding retail tariff formulation. As of December 31, 2007, all telecommunications
operators were still using the tariff formulation in effect prior to the new regulations. Our international long-distance tariffs have not changed, and we intend to
continue applying international long-distance tariffs based on the previous regulations which bases tariffs on six zones for call destinations.
The provision of international long-distance services between two countries is normally established between telecommunications carriers on a bilateral
basis. The amounts payable to us by foreign telecommunications operators for incoming telephone calls have historically been determined by accounting rates
negotiated between us and such international carriers, subject to certain guidelines from the Ministry of Communication and Information Technology. Since
2003, we began to replace the accounting rate system with a market termination rate-based pricing system with several of our largest foreign telecommunications
counterparts, pursuant to which we agreed on asymmetric rates for incoming and outgoing calls. We maintain direct connections with 62 foreign
telecommunications operators, and use the market termination rate-based system with 56 of such operators in 262 countries. Under the accounting rate system,
which we still apply for 12 foreign telecommunications operators (typically those in less-developed countries), the same rate per minute is payable for incoming
and outgoing calls. The agreements with these carriers set the terms of payment by us to the foreign telecommunications operators for use of their facilities in
connecting international long-distance services billed in Indonesia and by the foreign telecommunications operators to us for use of our facilities (and the local
Indonesian networks) in connecting international long-distance services billed abroad.
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The practice among telecommunications carriers is for charges due in respect of the use of overseas networks to be recorded, collected and forwarded by
the telecommunications carrier from the country in which the call is billed. Based on the rates negotiated with each foreign telecommunications operator, we
make payments to the carrier for outgoing traffic billed in Indonesia, and we receive payments from such carrier for inbound traffic billed outside Indonesia.
Settlements among carriers are normally made quarterly on a net based method. Our largest correspondent carriers are those located in Malaysia, Singapore,
Taiwan, Japan and Hong Kong.
VoIP service providers may determine their own collection charges, and each service provider must negotiate with the applicable network provider for
interconnection charges. However, the interconnection charge calculation must be based on existing regulations, and settlement should be effected by the
Telecommunications Traffic Clearing System, which has not yet begun operation. Consequently, we have entered into an agreement with Telkom as our network
provider for VoIP interconnection.
Interconnection with Domestic Networks. Although we provide international gateways for outgoing calls from and incoming calls to Indonesia, all
international long-distance services must terminate on one of the domestic fixed or cellular networks. The Government has set an interconnection tariff for
international long-distance services which traverse the domestic fixed-line and fixed wireless networks. We have separate interconnection agreements with those
operators that interconnect directly with our international gateways. Our interconnection arrangements with such telecommunications operators have been
revised to reflect the new interconnection regime announced by the Government in mid-2006 and which became effective as of January 2007.
Universal Service Obligations. In September 2005, the Government announced a change in Universal Service Obligations (“USO”) tariffs from Rp750 for
each successful international outgoing or incoming call to 0.75% of an amount equal to gross revenues less interconnection expenses paid to other
telecommunication carriers and bad debts. Since such announcement, the Government has continued to draft the details of regulations for further implementation
of USO tariffs. Due to uncertainties regarding the appropriate payee within the Government for such USO payments, we have reserved funds to pay such
amounts, and no payments were made in 2005. In early 2006, following the implementation of Government regulations, we began to make payments for USO
tariffs related to 2005 usage from such reserved funds. In 2007, we made quarterly payments in arrears for USO tariffs.
Customer Billing
Domestic operators maintain control over the billing and collection process of international long-distance services which are initiated on the domestic
networks. Domestic operators retain the appropriate interconnection charges owed to them from the amounts collected and remit the balance in Indonesian rupiah
to us (without interest) within not less than 25 days of collection from the customer in Indonesia. The collection cycle for most of the domestic operators is
approximately 15 days. We are responsible for generating and delivering such billing information to the domestic operators. This information is generally
delivered within one day of the end of the prior 30-day period and billed by the domestic operators approximately five days after receipt from us, resulting in a
collection cycle of approximately 50 to 80 days. For purposes of financial reporting, we recognize revenues on a monthly basis based upon our own traffic
records. We have similar arrangements with the other domestic cellular network operators.
We remit the appropriate interconnection charge to the relevant operator for incoming calls terminating on the domestic networks. We generally remit such
charges within 15 days of the end of the quarter in which payment was received from the foreign telecommunications operator. The settlements from foreign
telecommunications operators are typically paid in U.S. dollars, which are deposited in Indonesia, and amounts representing interconnection payments payable
by us to the domestic network operators are remitted in Indonesian rupiah.
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Customer usage of fixed wireless and domestic long-distance services is calculated starting from the beginning of the month until the end of the month.
Customer billing will be generated at the beginning of the following month and completed by the fifth day of that month. Billing statements should be received
by customers no later than the tenth of the month and payments are due by the twentieth of the month. For FWA service, we block the subscribers’ ability to
make calls, when they have not paid their balance due by the twenty-second day of the month. For customers who have not paid their balance due by the end of
the month, we block the customer’s ability to make or receive calls. We permanently disconnect service and cancel accounts for customers whose bills are more
than 60 days past due from the first day of the generated bill. For DLD services, by the end of the month, we block customers from making calls if they have not
paid their balance. For customers who have not paid their balance due by the end of the second month, we block the customers’ ability to make or receive calls.
We permanently disconnect service and cancel accounts for customers whose bills are 90 days past due from the first day of the generated bill.
Competition
We are no longer the only authorized provider of traditional IDD (i.e., non-VoIP) call services in Indonesia. On January 1, 2004, the operational license
granted by the Ministry of Communication and Information Technology to Telkom to provide IDD services became effective. Such license includes the right to
use the IDD access code “007” to enter the international long-distance market. The Government may also issue new licenses for IDD services to other
telecommunications operators, which will increase competition. In addition, Telkom no longer operates a monopoly for DLD services. In October 2005, we
launched DLD service for several major cities with the access code “011” that can only be used from Indosat access points.
Indonesian regulations require equal access to all domestic telecommunications facilities for all operators. Accordingly, we have equal access to Telkom’s
domestic facilities. Current regulations assure equal access for IDD customers to all competitors on a per-call selection by means of dedicated access codes.
Starting from 2001, the traditional IDD market became more competitive, with VoIP technology and new entrants entering the market for both incoming
and outgoing IDD traffic. We entered the VoIP market in the latter part of 2002. Our VoIP business has increased significantly from 10.4 million minutes in 2003
to 195.8 million minutes in 2007.
We also face competition from other fixed wireless service providers. In May 2003, Telkom introduced TelkomFlexi, a CDMA2000 1x service in the
Jakarta area. Currently, Telkom offers this service in more than 250 cities in Indonesia. TelkomFlexi is the largest fixed wireless operator, followed by Bakrie
Telecom and us. We expect competition in this business to increase following the grant of a new nationwide fixed wireless services license to Bakrie Telecom
and Mobile-8. Following the grant of this license, Bakrie Telecom expanded their fixed wireless services to more than 30 cities in Indonesia.
MIDI Services
Recognizing the significant growth potential of data and other network services—including Internet-based services—and their increasing importance to
our overall business strategy, we have placed considerable emphasis on this business segment. The products and services that we offer in this business segment
include high-speed point-to-point international and domestic digital leased line broadband and narrowband services, a high-performance packet-switching service
and satellite transponder leasing and broadcasting services. In 2007, MIDI services contributed Rp2,169.5 billion, or 13.2%, of our total consolidated operating
revenues. The Government declared Telkom as a dominant operator for leased circuits through the DGPT Decree No. 102/2007 dated April 9, 2007. As a result
of this, we believe Telkom will be subject to more regulatory approvals while we will be able to propose new tariffs without the requirement of Government
approval.
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Services
World Link, Direct Link and Digital Data Network. World Link is an international leased line service and Digital Data Network is a domestic leased line
service. Both of these services provide high-speed, high-quality digital data circuits on a point-to-point basis, and offer line speeds from 64 Kbps and multiples
thereof up to 2 Mbps for narrowband or 45 Mbps and 155 Mbps for broadband. Most of our broadband World Link customers are telecommunications providers
who require dedicated broadband international data links, and our narrowband World Link customers consist primarily of corporate users who subscribe to our
World Link service for their own internal use. VSAT connections are used for World Link and other leased line users located in areas that are not fully served by
the domestic network. For the domestic market, we offer digital data network services through Lintasarta for corporate customers. In 2007, World Link, Direct
Link and digital data network contributed Rp471.1 billion, or 21.7%, of our consolidated MIDI services operating revenues.
IP VPN. We provide IP VPN services which provide customers with multi-point connectivity, reliable LAN interconnections and the power to support
complex distributed computing applications.
Frame Relay. We provide both international and domestic frame relay services, a high-speed leased packet technology, primarily through Indosat and
Lintasarta, providing customers with multilateral connectivity, reliable LAN interconnections and the power to support complex distributed computing
applications. Framed messages enable data transmissions to travel at high speed from a simple single connection to reach multiple domestic or international
destinations. Frame relay services can be tailored to the requirements of individual sites in order to meet user demand for a dedicated line by terrestrial or satellite
services (VSAT frame relay). As of December 31, 2007, Lintasarta’s domestic frame relay services were available in 59 major cities in Indonesia and Indosat’s
international frame relay services were available in over 225 countries worldwide in cooperation with ACASIA, C&W, and NTT. We recorded operating
revenues of Rp305.1 billion from this service in 2007, or 14.1% of our MIDI services operating revenues in 2007.
National Link. National Link is a domestic leased line service providing high-speed digital data circuits on a point-to-point basis and offering line speeds
from 64 Kbps and multiples thereof up to 2 Mbps for narrowband or 45Mbps and 155Mbps for broadband. Most of our broadband National Link customers are
telecommunications providers that need dedicated domestic broadband data links, and our narrowband National Link customers consist primarily of corporate
users who subscribe for their own internal use.
MPLS and Metro Ethernet. MPLS and Metro Ethernet are domestic leased line services based on IP. MPLS provides high-speed digital data circuits on a
point-to-point basis and offers line speeds from 64 Kbps and multiples thereof up to 2 Mbps for narrowband or 45Mbps and 155Mbps for broadband. Metro
Ethernet provides high-speed bandwidth, and offers line port speeds of 10Mbps, 100Mbps and 1Gbps and an Ethernet base with incremental guaranteed
bandwidth of 1Mbps.
Satellite Services. We lease transponder capacity on our Palapa-C2 satellite, which is in orbit over the Asia-Pacific region, to broadcasters and
telecommunications operators. Indonesia has a large television market in which a number of privately-owned domestic broadcasters and international
programmers compete with the state-owned broadcaster. Many of these domestic and international broadcasters lease capacity on our satellite. We have entered
into lease arrangements governing transponders on the Palapa C-2 satellite that vary in duration but generally terminate within two to five years of the effective
date of the lease. The transponder leases may be terminated for breach of the lease agreement and, in addition, most of the leases provide that the lessee may
terminate the lease with notice (generally six to 12 months) subject to the lessee paying a termination fee equal to a percentage of the lease payments that would
have been due had the lease not been terminated.
We also provide a variety of other supplementary services, including occasional use for TV services, telecast services, telemetry, tracking & control
services, private network services, Internet access and multimedia and video conferencing. We expect demand for satellite services to continue to grow, mainly
driven by accelerating growth of satellite derivative services (our digital “Bouquet” and “PalapaNet” services). Pressure on
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pricing is expected to ease as a consequence of improved demand. In 2007, satellite services represented approximately Rp95.7 billion, or 4.4%, of our MIDI
services operating revenues.
Internet Services. We provide Internet Network Provider Services for ISPs and Internet Access services for end users and corporate customers. As of
December 31, 2007, we operated two ISPs that contributed revenues of Rp591.6 billion in 2007. IMM provides dedicated and dial-up services, and as of
December 31, 2007, it had an Internet subscriber base of approximately 47,896 subscribers, which we estimate represents more than 10% and 20% of the
Indonesian Internet dial-up and Internet dedicated access markets, respectively. In anticipation of increased competition in Internet businesses, IMM has
developed a strategy to expand its business through developing an Internet protocol backbone through potential growth areas, deploying public hotspot services,
establishing customer care centers, developing its network through joint investment schemes by using hybrid fiber and coaxial technology and improving its
business processes. Lintasarta offers its subscribers “IdOLA” for individual use and “LintasartaNet” for corporate subscribers. With IdOLA and LintasartaNet,
subscribers can access information from many content providers in Indonesia and worldwide. Corporations may use LintasartaNet for Internet promotions,
software and computer allocations, co-operative ventures or domestic and international trade transactions. In 2007, Lintasarta’s Internet dial-up revenues
decreased by 95.2%. The decrease in Internet dial-up revenue was largely due to a promotional strategy which encouraged dial-up customers to migrate from
Internet dial-up services to value-added, Internet dedicated services. Internet dedicated services revenues also decreased by 0.2% primarily due to market churn
generated by competition from Internet services delivered via cable systems. For the year ended December 31, 2007, we derived Rp591.6 billion, or 27.0%, of
our MIDI services operating revenues, from Internet services.
VSAT Net/IP and VSAT Link. Lintasarta’s VSAT Net/IP and VSAT Link services are satellite-based data networking systems. VSAT Net/IP connects and
controls data traffic among remote locations, allowing for quick development of data for network customers with low-to-medium traffic in such sectors as
financial services, transportation, trading and distribution. VSAT Link provides point-to-point digital transmission for remote locations by businesses with
medium-to-heavy traffic such as manufacturing, mining and financial services industries.

Our marketing activities for MIDI services include group presentations, direct mail, partner promotions, customer retention programs and advertisements
in publications and printed media. Each business unit seeks to maintain existing customer relationships through activities such as user forums, training seminars,
courtesy visits and informal gatherings with customers. Lintasarta focuses on expanding its market share in industry segments outside its core competencies in
banking and finance, in light of the anticipated consolidation and restructuring of those industries in Indonesia. In addition, Lintasarta has increasingly focused its
sales and marketing efforts on small- to medium-size enterprises, or SMEs, by repackaging its products and services for their specialized needs. Lintasarta is
expanding the existing geographic coverage of its products and services to address the increasing demand for telecommunications infrastructure in outlying
regions as a result of Indonesian political developments, including increased regional autonomy.
We support our subscribers through local area staff, 24-hour help desk and integrated real-time network management. In April 2000, Lintasarta achieved
ISO 9002 certification for its frame relay, digital data network and VSAT services. In January 2002, we obtained ISO 9001 certification for our frame relay,
digital data network and VSAT services, evidencing our commitment to customer satisfaction and continual service quality improvement. As a result of these
activities, Frontier and Marketing Magazine awarded us the “Top Brand Award” in the ISP category for 2005, 2006, and 2007.
Tariff Structure
Customers of our various MIDI services are charged based on the type of product and service, their industry sector, geographic location and the length of
contract for the services (which generally range from one to three years). Service charges generally include the following components: initial installation;
monthly service charges
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(based on location and access speed); transactional charges (based on the volume, duration and/or distance traveled for network traffic); and other charges for
services such as consultancy or project management.
Satellite transponder lease rates to international lessees are negotiated individually with customers and depend on the supply and demand of services in the
areas covered by the Palapa-C2 satellite. Our offshore leases average US$1.3 million per annum for a full transponder. Certain offshore leases are also subject to
annual escalation factors that range from 2.5% to 10.0%. Almost all offshore lease payments are payable quarterly in advance in U.S. dollars and other widely
used currencies. The Ministry of Communication and Information Technology regulates the fees that can be charged in connection with leasing space on satellite
transponders to domestic customers. Pursuant to Government regulations, the maximum annual lease rates for C-band transponders are set at US$1.4 million; for
occasional use, the average fees are US$16 per minute with the actual charges based on the time of use.
Competition
Data communications service providers in Indonesia compete principally on the basis of price, range of services provided and customer service quality.
During the last three years, competition among data communications service providers has intensified principally due to the issuance of new licenses as a result
of the deregulation of the Indonesian telecommunications industry. We expect competition to continue to intensify. We believe that our major competitors are
Primacom and Citra Sari Makmur with respect to our VSAT services, and Citra Sari Makmur and Telkom, Excelcomindo and Indonesia Comnet Plus (Icon+)
with respect to our leased line services.
With respect to Internet-related value-added services, we face significant and increasing competition from Telkom and other ISPs as a result of the
increased issuance of licenses by the Ministry of Communication and Information Technology, and formerly by the Ministry of Communication. ISPs in
Indonesia compete on the basis of network quality, price and network coverage.
As corporate markets demand greater speed at affordable prices, many bandwidth suppliers have begun making significant investments toward building
superb infrastructure using new technology such as “Dense Wavelength Division Multiplexing” (DWDM). The DWDM technology poses a competitive threat to
our business services since the DWDM technology and infrastructure enables bandwidth suppliers to offer more bandwidth capacity with better cost efficiency.
We anticipate that the bandwidth industry will be even more challenging this year and that new operators such as Moratel and Matrix Cable System will set up
international cables in the second half of 2008 which will link Indonesia and Singapore.
Companies in the satellite business compete primarily on coverage power, product offerings and cost. Generally, the cost of service depends upon the
combination of power and coverage. In recent years, competition within the satellite business in the Asia-Pacific region has been intense. Our satellite operations
have primarily consisted of leasing transponders to broadcasters and telecommunications operators of VSAT, cellular and IDD services and ISPs. We face
competition from foreign and domestic service providers in each of these areas. In leasing our transponders on the Palapa-C2 satellite, we compete most closely
in Indonesia with PT Pasifik Satelit Nusantara, or Pasifik Satelit Nusantara, and Telkom. Pasifik Satelit Nusantara also owns transponders on the Mabuhay
Philippines Satellite, which is used primarily for television broadcast services. Telkom currently operates its own satellites (Telkom and Palapa B4) and earth
stations primarily to provide backbone transmission links for its network. Telkom also leases satellite transponder capacity and provides earth station satellite
uplinking and downlinking service to domestic and international users. Other private satellites serving the broadcast market within the coverage area of the
Palapa satellites include AsiaSat-1, AsiaSat-2, AsiaSat-4, AsiaSat-35, Apstar-1, Apstar-2R, ThaiCom 3, PanAmSat-4 and PanAmSat-7. APT Satellite, which
operates the Apstar satellites, and Shin Satellite PCL, which operates the ThaiCom satellites, also competes directly with us in the Asian regional market. In
2005, Excelcomindo began to offer MPLS services for its corporate customers.
Moreover, with the increasing popularity of Direct-To-Home television (“DTH”) among national broadcasters, our satellite business will face increasing
competition as new and more powerful regional satellites are launched. DTH is the reception of satellite programs with a personal dish in an individual home.
National
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broadcasters are seeking DTH licenses to provide nationwide broadcast services in Indonesia, such as Indovision’s recent acquisition of an exclusive license to
provide DTH television services. DTH television may enable broadcasters to distribute their program content without utilizing our telecommunication network
support, thereby entirely bypassing our telecommunication services. As the technology moves towards “all IP” and the demand of IP-based services is increasing
due to its advantages over legacy networks, we aim to deploy a future network to allow the IP-based services to be widely available in the region. We are also
building a Disaster Recovery Center (“DRC”) in Jatiluhur for corporate customers to allow them to have a data back-up to secure and protect their business
information.
Other Services
We also provide international telex and telegram services, global mobile services using the Inmarsat Mini M system, and other educational services. In
2004, we recorded revenues of Rp59.4 billion from these services which primarily derived from Sisindosat’s sale of software. Beginning in 2005, and as a result
of the sale of Sisindosat, revenues from other services in 2005 and 2006, amounting to Rp29.0 million and Rp952.0 million, respectively, were presented as
revenues from MIDI services.
Facilities and Infrastructure

The discussion below relates to our IDD network, cellular network and other communications facilities and infrastructure, including that of our significant
operating subsidiaries.
Cellular Networks
We hold a telecommunications services provider license, which allows us to provide cellular services in Indonesia nationwide for an indefinite period.
The principal components of our cellular networks are:
• base transceiver/Node B stations: consisting of a transmitter and receiver and serving as a bridge between mobile users in one cell and the mobile
switching center via base station controllers and radio network controllers;
• base station controllers/radio network controller: devices that connect to and control the base station within each cell site;
• mobile switching centers: centers that control the base station controllers and the routing of telephone calls; and
• transmission lines: lines that link the mobile switching centers, base station controllers, base stations and the PSTN.
Our cellular network currently operates using 10 MHz of radio frequency bandwidth in the GSM 900 spectrum, 20MHz of frequency bandwidth in the
DCS 1800 spectrum and 5MHz in the WCDMA 800 spectrum. The following table sets forth selected information regarding our cellular network as of the dates
indicated:
As of December 31,
2005 2006 2007
Base transceiver stations 5,033 6,942 9,960
Node B Stations (3G BTS) — 279 800
Total BTS (including 2G and 3G) 5,033 7,221 10,760
Base station controllers 148 177 226
Mobile switching centers 49 49 56
Radio network controllers — 2 12
Media gateways — 2 24
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We purchase our cellular telecommunications equipment primarily from Alcatel, Siemens and Ericsson and recently, Nokia and Huawei. Our network is
an integrated system employing switching equipment, cell site equipment and a transmission network of point-to-point microwave radio. Most of our cell sites
and radio base stations are located in or on buildings or on vacant lots, which we own, or for which leases have been individually negotiated by us for terms
typically varying from five to 20 years.
Fixed Telecommunications Network

We provide fixed telecommunications services and have built a fixed telecommunications network consisting of six international gateways served by
satellite circuits, submarine cables and microwave transmission. In addition, at the end of 2007, we offered fixed wireless services across 37 cities in Indonesia.
International Gateways. For our international long-distance business, we operate through six gateways, three gateways in Jakarta, and one gateway in
Surabaya, Medan and Batam, which provide all of the connections for our services to our international long-distance network. The gateway-switching equipment
was purchased from Lucent Technologies, Inc. and Siemens.
As of December 31, 2007, we had available international bandwidth capacity of 1,014.97 Mbps for voice and 6,174.97 Mbps for data transmission. All of
our destinations are digitally connected. The bandwidth available to us is significantly higher than the utilized capacity to allow for anticipated growth in traffic.
It is our policy to maintain average utilization at less than 80% of capacity to allow for increased usage during peak hours.
Each international gateway is linked to the other international gateways, which permits multiple routing options for each call and provides the system with
backup capability in case of equipment failure or overcrowding at any gateway. We have placed interconnection equipment at the facilities of Telkom and certain
of the cellular operators to connect our international long-distance network to the domestic telecommunications network.
International transmission of voice and data between international gateways occurs across either satellite circuits or submarine cables. Satellite circuits are
unaffected by distance and offer broadcast services making them flexible with regard to call destinations. Submarine cables, especially fiber optic digital cables,
can offer less expensive high-quality services. However, cable costs increase with distance, and destinations are fixed. Satellite circuits can be degraded by
atmospheric conditions, while submarine cables can suffer damage from human or natural causes. In general, we use submarine cables with cable-to-cable
backup for medium-distance links in Asia and satellite links backup for longer-distance transmission. We use microwave and fiber optic links for connections
between gateways and earth stations, as well as for the Batam gateway, which has microwave links to Singapore. It is our policy to maintain 100% redundancy
for all of our international long-distance links (which may require routing through a third country) in an effort to provide high-quality services to our customers.
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Submarine Cables. We have ownership interests in and access to capacity in submarine cables interconnecting the Asia-Pacific region, North Africa and
Europe, as well as those linking the Asia-Pacific region with North America. The table below sets forth the geographic coverage and allocated capacity of our
cable network, as of December 31, 2007:
Submarine Cable Network Geographic Coverage Capacity

(in Mbps)
APCN (Jakarta) Australia, Hong Kong, Japan, Malaysia, Philippines, Russia, Saudi Arabia, Singapore, South 2,059.77
Korea, Taiwan, United States, Vietnam and Thailand
APCN-2 China, Japan, Malaysia, Philippines, Singapore, South Korea, Taiwan 288.00
SEA-ME-WE 3 (Jakarta) Australia, Austria, Belgium, Brunei, Canada, China, Egypt, France, Germany, Greece, Hong 5,028.09
Kong, India, Iran, Italy, Japan, Macau, Malaysia, Myanmar, Netherlands, New Zealand, Oman,
Pakistan, Portugal, Saudi Arabia, Singapore, South Korea, Spain, Sri Lanka, Taiwan, Thailand,
Turkey, United Arab Emirates, United States and United Kingdom
TPC-5 (Jakarta) Japan, United States 118.00
SEA-ME-WE 3 (Medan-Batam) France, Germany, Hong Kong, India, Japan, Malaysia, Philippines, Saudi Arabia, Singapore, 49.664
Taiwan, Thailand and United Kingdom
APCN (Medan-Batam) Malaysia 2.00
APCN and JS (Surabaya) Hong Kong and Malaysia 16.64
SEA-ME-WE 3 and JS Malaysia and Saudi Arabia 7.424

Total 7,552.96
To support the operations of our gateway in Surabaya, we have operated a submarine fiber optic cable linking Jakarta and Surabaya since January 1997.
This link enhances network reliability and improves the quality of our services in the Surabaya region.
International Microwave Circuits. We operate a microwave transmission system between our Batam gateway and Singapore. This system has a combined
capacity of 445 Mbps for voice and data, respectively, and serves as a relay station to route traffic through areas without fiber cable connections.
International Satellite Circuits. As of December 31, 2007, our available international satellite bandwidth was 13,880 Mbps for voice and 1,280 Mbps for
data circuits through earth stations at our Jakarta, Medan and Surabaya gateways. Our satellite capacity is currently obtained principally from Intelsat and, to a
lesser extent, from our Palapa C-2 satellite. Since December 31, 2002, we have been migrating traffic from satellite transmission to submarine cables due to
higher quality, increased availability and lower costs of submarine cables.
Our fixed wireless network currently operates using 5MHz of radio frequency bandwidth in the 800MHz spectrum. The following table sets forth selected
information regarding our fixed wireless network as of the dates indicated:
As of December 31,
2005 2006 2007
Base transceiver stations 513 1,018 1,079
Base station controllers 9 26 27
Mobile switching centers 4 8 9
Media gateways — 15 17
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Other Communication Facilities
Our Palapa-C2 communications satellite and fiber optic links to major commercial centers in the Jakarta area are used in the provision of our MIDI
services and for cellular backhaul.
Palapa-C2 Communications Satellite. Communications satellites are of varying use depending on such features as their footprint, or coverage areas;
transponder power (typically stated in dBW); and transponder bandwidth. Transponder bandwidth, expressed in terms of megahertz, varies between C-band and
Ku-band transponders. C-band is used worldwide as a standard for satellite communications to transmit signals with minimum atmospheric interference. They
can provide very broad coverage over most of the Asian continent, making them very popular for applications such as television broadcasting. Ku-band
transponders operate at a frequency of approximately 11-14 gigahertz. While Ku-band frequencies are more prone to moisture and rain interference than C-band
frequencies, they are more suitable for small antenna applications. Ku-band is generally used for the same purposes as C-band, as well as for satellite
news-gathering (truck-mounted antennas) and some VSAT applications. Ku-band is especially prevalent in areas with dense ground-based microwave systems.
To compensate for loss of signal strength caused by water and rain interference, Ku-band transmitters are generally higher-power than C-band transmitters and
the footprints are smaller.
The Palapa-C2 satellite has six 36-megahertz extended C-band transponders owned by Pasifik Satelit Nusantara, and twenty-four 36-megahertz Standard
C-band transponders and four 72-megahertz Ku-band transponders owned by us. The maximum power on each of the C-band and Ku-band transponders is 40
and 51 dBW, respectively. The C-band and Ku-band have overlapping coverage areas.
The Palapa-C2 satellite provides C-band coverage to substantially all of Asia with a footprint stretching from Central Asia to Japan and southern China to
New Zealand, including parts of Australia. Its dBW levels range from a beam edge of 32 dBW to a beam center of 40 dBW. With this power, the Palapa-C2
satellite has the capability to provide uplink and downlink services from any location within the satellite footprint. The four Ku-band transponders provide
coverage over eastern China and Japan, as well as southern China to all of western Indonesia, with peak transponder power of 51 dBW.
Satellites of the same class as the Palapa-C2 satellite have an average life of 14 years. We expect the Palapa-C2 satellite to remain operational until
January 2011. The satellite’s manufacturer has provided a warranty covering the satellite’s electrical components through June 2008. In addition, we carry
satellite insurance. However, because the Palapa-C2 satellite has been identified as being prone to SCP failure, our satellite insurance does not cover satellite
malfunction caused by such failure.
On June 29, 2007, we signed a contract to purchase Palapa-D, which will replace our Palapa-C2 satellite. Palapa-D is currently being constructed in
Cannes, France and is expected to be launched in late 2009. While we prepare for the launch of our Palapa-D satellite, we will attempt to extend the operational
life of our Palapa-C2 satellite until the second quarter of 2011 by using an “inclined orbit” technique, which reduces the amount of transponder time available for
leasing but substantially cuts down propellent usage and can extend the useful life of a satellite by several years.
Fiber Optic and Microwave Terrestrial Links. We have developed fiber optic and microwave terrestrial transmission link networks to connect the cities of
Java, Sumatra, Kalimantan and Sulawesi. As of December 31, 2006, we had fiber optic and microwave terrestrial links to more than 20 major cities nationwide.
These links are primarily used to deliver Internet and other MIDI services to corporate customers.
IP/MPLS Backbone and Metro Ethernet Network. As of December 31, 2007, we had completed our IP/MPLS backbone network deployment project in
more than 120 points of presence in Indonesia. The Metro Ethernet Network was also deployed as access infrastructure in the inner cities and was integrated with
the IP/MPLS backbone network to provide IP triple play services such as Internet, television and telephone services.
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Subsidiaries and Associated Companies
A complete list of our significant subsidiaries and investments in associated companies, and our ownership percentage of each entity, as of December 31,
2007 is contained in Note 1 to our consolidated financial statements included elsewhere in this annual report.
Employees
As of December 31, 2007, on a consolidated basis, we employed approximately 7,645 employees, 4,806 of whom were permanent employees and 2,839 of
whom were non-permanent employees. As of December 31, 2007, excluding such seconded employees, our subsidiaries employed approximately 882 permanent
employees. As of December 31, 2007, our permanent employees included 754 managerial-level employees (employees with the rank of manager or higher) and
3,170 non-managerial employees, compared to 721 managerial and 3,242 non-managerial employees, respectively, as of December 31, 2006, and 769 managerial
and 3,438 non-managerial employees, respectively, as of December 31, 2005. Our turnover rate for employees during 2007 was 4.92% per annum, of which
more than half left our Company to pursuant to a voluntary early retirement program. As a result, as of December 31, 2007, our employees had worked for us for
an average of 10.92 years.
We provide numerous benefits to our employees, including a pension plan, medical benefits, life insurance, income tax allowances and access to a
cooperative established by the employees. While there are no restrictions on hiring, like all Indonesian companies, we are required to obtain the Central Labour
Dispute Settlement Committee’s approval to terminate 10 or more employees during any one-month period.
On August 25, 1999, our employees established a union called the Serikat Pekerja Indosat, or SPI (Union). On September 15, 2006, our management and
SPI signed a collective labor agreement covering general terms of employment, including working hours, payroll, employee development and competency,
occupational safety and health, employees’ welfare, social allowances, employees’ code of conduct and mechanisms for handling disputes.
Some of our employees are entitled to a pension under a defined benefit plan, pursuant to which they receive both a lump sum payment and a monthly
benefit through an insurance program managed by PT Asuransi Jiwasraya (Persero), a state-owned insurance company. As of December 31, 2007, we insured
2,514 permanent employees through a fully funded pension program. In this program, an employee who resigns at 56 years of age will receive a pension benefit.
In addition, we established a defined contribution pension plan for our employees in May 2001. Following the merger of Satelindo and IM3 into Indosat, we
combined the defined contribution plans established for our legacy subsidiaries’ employees with our plan. Under the defined contribution plan, employees
contribute 10% to 20% of their base salaries, and we do not contribute to the plan. Plan administration and management is coordinated by seven financial
institutions. Under Indonesian GAAP and U.S. GAAP, our pension liabilities are deemed to be fully funded.
Our employees have also established a cooperative, Koperasi Pegawai Indosat, or Kopindosat. Kopindosat provides various benefits, such as consumer
loans, principally to our employees, and car and equipment rental, principally to us. The management of Kopindosat is elected by our employees every three
years at an annual members’ meeting. Kopindosat and certain of its subsidiaries are under the supervision of our management. Kopindosat has a minority stake in
some of our affiliates. We have also temporarily seconded several of our employees to support Kopindosat and its subsidiaries in conducting their business, as
well as to provide job training for its employees.
In November 2006, we received the “HR Excellence Award 2006” from Lembaga Management Faculty of Economics University of Indonesia (LMFEUI),
SWA Magazine and Human Resource Indonesia in three categories: human resource management; performance management; and management of training and
development. We were the only company in the telecommunications sector to receive such award.
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Insurance
We carried insurance on our property and equipment (except submarine cables and land rights), including business interruption insurance, as of
December 31, 2007. During 2007, we did not have any insurance against consequential losses associated with the insured property. We generally do not
experience difficulty renewing our insurance policies, and we believe that our insurance is reasonable and consistent with industry standards.
We maintain in-orbit insurance on the Palapa-C2 satellite on terms and conditions consistent with industry practice. We have renewed such policy with a
coverage limit of US$14.0 million for total and partial loss. Because the Palapa-C2 satellite is of a class of satellite which has been identified as prone to SCP
failure, our satellite insurance does not cover satellite malfunction caused by failures of this kind.
Intellectual Property
We have registered trademarks and copyrights for our corporate name, logo and certain services with the Ministry of Law and Human Rights of Indonesia
(formerly the Ministry of Justice and Human Rights of Indonesia). We believe that our trademarks are important to our success. We have never had to defend any
of our trademarks, but we would vigorously do so if necessary.
Properties
Except for ownership rights granted to individuals in Indonesia, the title to land rests with the Indonesian State under the Basic Agrarian Law No. 5 / 1960.
Land use is accomplished through land rights whereby the holder of the land right enjoys the full use of the land for a stated period of time, subject to renewal
and extensions. In most instances, the landrights are freely tradable and may be pledged as security under loan agreements.
Our most important properties are located in Jakarta (international gateways and head office), Ancol (cable station and switching center), Daan Mogot,
Jatiluhur (satellite earth station complex), Medan (international gateway), Pantai Cermin (earth station and cable station), Batam (international gateway and earth
station), Surabaya (international gateway) and Banyu Urip-Gresik (earth station and cable station), Takisung—Banjarmasin (cable station) and Aeng
Batu-batu-Makasar (cable station). Except for Daan Mogot, which we lease from Telkom, we hold registered land rights to some of our properties, the initial
periods of which range from approximately 20 to 30 years. We expect that our land rights will be renewed at nominal costs for the foreseeable future. None of
our properties are mortgaged or otherwise encumbered.
Principal Registered Offices
Headquarters: Jl. Medan Merdeka Barat No. 21

Jakarta 10110, Indonesia
Tel: (62-21) 3000 3001, 3869 999
Fax: (62-21) 3804 045
Jabotabek & Banten Regional Office Jl. Medan Merdeka Selatan No. 17
Tel: (62-21) 3000 7001
Fax: (62-21) 3000 5702
North Sumatera Regional Office Jl. Perintis Kemerdekaan No. 39

Medan 20236, Indonesia
Tel: (62-61) 4567 001
Fax: (62-61) 4537 372
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South Sumatera Regional Office Jl. Veteran No. 933

Palembang 30113, Indonesia
Tel: (62-711) 355 816
Fax: (62-711) 372 600,
Central Java & DI Yogyakarta Regional Office Jl. Pandanaran No. 18

Semarang 50134, Indonesia
Tel: (62-24) 8411 266
Fax: (62-24) 8415 011
West Java Regional Office Jl. Asia Afrika No. 141-147

Bandung 40111, Indonesia
Tel: (62-22) 3000 0900
Fax: (62-22) 4230 856
East Java & Bali Nusra Regional Office Jl. Kayoon No. 72
Surabaya 60271, Indonesia
Tel: (62-31) 5455 001
Fax: (62-31) 5322 982, 5464 414
Sulampapua Regional Office Jl. Slamet Riyadi No. 4

Makassar 90111, Indonesia
Tel: (62-411) 326 808
Fax: (62-411) 326 828
Kalimantan Regional Office Jln. Jend. Sudirman No. 37

Balikpapan 76112, Indonesia
Tel: (62-542) 414 816, 441 001
Fax: (62-542) 411 576, 442 001
Principal Indebtedness
As of December 31, 2007, we had long-term indebtedness totaling Rp4,792.8 billion and bonds payable totaling Rp12,022.6 billion (excluding
unamortized issuance cost and discount). The following discussion describes our primary long-term indebtedness and bonds payable.
Second Indosat Bonds

On November 6, 2002, we issued our Second Indosat Bonds with fixed and floating rates (the “Second Indosat Bonds”). The Second Indosat Bonds have a
total face value of Rp1,075.0 billion. The bonds consist of three series:
• The Series A bonds, with an original face value of Rp775.0 billion, bear interest at a fixed rate of 15.75% per annum beginning February 6, 2003.
The Series A bonds matured on November 6, 2007.
• The Series B bonds, with an original face value of Rp200.0 billion, bear interest at a fixed rate of 16% per annum, payable quarterly for 30 years
beginning February 6, 2003. We have the right to redeem the Series B bonds, in whole but not in part, at each of the 5th, 10th, 15th, 20th and 25th
anniversaries of the issuance of the Series B bonds at a price equal to 101% of the Series B bonds’ nominal value. Holders of the Series B bonds
have a put right that allows such holders to demand early repayment from us at a price equal to 100% of the Series B bonds’ nominal value at (i) any
time, if the rating of such bonds is reduced to “idAA-” or lower or (ii) upon the occurrence of any of the 15th, 20th and 25th anniversaries of the
issuance of the Series B bonds. The Series B bonds mature on November 6, 2032.
• The Series C bonds, with an original face value of Rp100.0 billion, bear interest at a fixed rate at 15.625% per annum for the first year starting
February 6, 2003 and bear a floating interest rate for the
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succeeding years until November 6, 2007. The floating interest rate is determined using the last interest rate for three-month certificate deposits at
Bank Indonesia, plus 1.625% per annum. The floating interest rate is subject to a maximum rate of 18.5% per annum and a minimum rate of
15% per annum. The Series C bonds matured on November 6, 2007.
The Second Indosat Bonds are not secured by any specific assets or guaranteed by other parties and rank pari passu with our other unsecured debt. We
agreed to certain covenants in connection with the issuance of the Second Indosat Bonds, including but not limited to agreeing to maintain:
• equity capital of at least Rp5,000.0 billion;
• a ratio of total debt plus procurement payables to EBITDA less than 3.50 to 1.00;
• a debt to equity ratio of 1.75 to 1, as reported in each quarterly consolidated financial report; and
• a ratio of EBITDA to interest expense, as reported in each quarterly consolidated financial report for the years ended December 31, 2004
through 2006 of 2.5 to 1 and for the year ended December 31, 2007 of at least 3.0 to 1.
On November 6, 2007, we repaid in full the Series A and Series C Second Indosat Bonds amounting to Rp875.0 billion.
Third Indosat Bonds

On October 15, 2003, we issued our Third Indosat Bonds (the “Third Indosat Bonds”) in two series with a total face value of Rp2,500.0 billion. Series A
will mature in October 22, 2008 and Series B will mature in October 22, 2010.
The Series A bonds, which have a total face value of Rp1,860.0 billion, bear a fixed interest rate at 12.50% per annum. The Series B bonds, which have a
total face value of Rp640.0 billion, bear a fixed interest rate at 12.875% per annum. Interest on the Third Indosat Bonds is paid on a quarterly basis. We have the
right to make early payment for all of the Series B bonds on the fourth and sixth anniversaries of the bonds at a price equal to 100% of the bonds’ nominal value.
After the first anniversary of the bonds, we have the right to buy back part or all of the bonds at the market price.
The Third Indosat Bonds are not secured by any specific assets or guaranteed by other parties and rank pari passu with our other unsecured debt. The
proceeds of the Third Indosat Bonds have been used to repay certain indebtedness of our legacy subsidiary, Satelindo. We agreed to certain negative covenants in
connection with the issuance of the Third Indosat Bonds, including but not limited to agreements to maintain:
• equity capital of at least Rp5,000.0 billion;
• a ratio of total debt plus procurement payables to EBITDA less than 3.50 to 1.00;
• a ratio of EBITDA to interest expense as reported in each quarterly consolidated financial report for the years ended December 31, 2004
through 2006 of at least 2.5 to 1 and for the years ended December 31, 2007 through 2010 of at least 3 to 1.
Fourth Indosat Bonds

On June 21, 2005, we issued our Fourth Indosat Bonds (the “Fourth Indosat Bonds”). The Fourth Indosat Bonds have a total face value of Rp815.0 billion
and will mature in June 21, 2011. The Fourth Indosat Bonds bear interest at a fixed rate of 12% per annum, payable on a quarterly basis. We have the right to
prepay all of the bonds on the fourth anniversary of the bonds at a price equal to 100% of the bonds’ nominal value. After the first anniversary of the bonds, we
have the right to buy back part or all of the bonds at the market price.
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The Fourth Indosat Bonds are not secured by any specific assets or guaranteed by other parties and rank pari passu with our other unsecured debt. The
proceeds of the Fourth Indosat Bonds have been used for capital expenditures related to the expansion of our cellular services business. We agreed to certain
negative covenants in connection with the issuance of the Fourth Indosat Bonds, including but not limited to agreements to maintain:
• equity capital of at least Rp5,000 billion;
• a ratio of total debt plus procurement payable to EBITDA less than 3.50 to 1.00;
• a ratio of EBITDA to interest expense, as reported in each quarterly consolidated financial report for each of 2005 and 2006 of at least 2.5 to 1 and
for each of the years from 2007 through 2011 of at least 3 to 1.
Fifth Indosat Bonds

On May 29, 2007, we issued our Fifth Indosat Bonds in two series with a total face value of Rp2,600.0 billion. The Series A bonds will mature on May 29,
2014 and the Series B bonds will mature on May 29, 2017. The Series A bonds bear interest at a fixed rate of 10.2% per annum and the Series B bonds bear a
fixed interest rate of 10.65% per annum. After the first anniversary of the bonds, we have the right to buy back part or all of the bonds at the market price.
The Fifth Indosat Bonds are not secured by any specific assets or guaranteed by other parties and rank pari passu with our other unsecured debt. The
proceeds of the Fifth Indosat Bonds were used for planned capital expenditures. We agreed to certain negative covenants in connection with the issuance of the
Fifth Indosat Bonds, including but not limited to agreements to maintain:
• equity capital of at least Rp5,000 billion;
• a ratio of total debt plus procurement payable to EBITDA of less than 3.5 to 1;
• a ratio of EBITDA to interest expense, as reported in each annual consolidated financial report, of at least 3 to 1.
Sixth Indosat Bonds

On April 9, 2008, we issued our Sixth Indosat Bonds in two series with a total face value of Rp1,080.0 billion. The Series A bonds will mature on April 9,
2013 and the Series B bonds will mature on April 9, 2015. The Series A bonds bear a fixed interest rate of 10.25% per annum and the Series B bonds bear fixed
interest rate of 10.8% per annum, for seven years from the date of issuance. After the first anniversary of the bonds, we have the right to buy back part or all of
the bonds at market price.
The Sixth Indosat Bonds are not secured by any specific assets or guaranteed by other parties and rank pari passu with our other unsecured debt. We will
use the proceeds of the Sixth Indosat Bonds to finance the roll-out of base station sub-systems and transmission systems. We will agree to certain negative
covenants, such as maintaining certain financial ratios which are similar to the covenants contained in the Fifth Indosat Bonds.
Guaranteed Notes due 2010

In October 2003, our finance subsidiary, Indosat Finance Company B.V., issued the Guaranteed Notes due 2010. The Guaranteed Notes due 2010 have a
total face value of US$300.0 million and mature on November 5, 2010. The Guaranteed Notes due 2010 bear interest at the fixed rate of 7.75% per annum
payable in semi-annual installments due on May 5 and November 5 of each year, commencing May 5, 2004. Indosat Finance Company
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B.V. may redeem up to a maximum of 35% of the original aggregate principal amount of the Guaranteed Notes due 2010 with the proceeds of one or more public
equity offerings by us, at a price equal to 107.75% of the principal amount thereof plus accrued and unpaid interest and additional amounts, if any. The
Guaranteed Notes due 2010 are also redeemable at the option of Indosat Finance Company B.V. in whole or in part at any time on or after November 5, 2008 at
103.875%, on or after November 5, 2009 at 101.9375% and on or after November 5, 2010 at 100.0% of the principal amount thereof, plus accrued and unpaid
interest and additional amounts, if any. Indosat has guaranteed the payment obligations in connection with the Guaranteed Notes due 2010. The Guaranteed
Notes due 2010 are listed on the Luxembourg Stock Exchange and the Official List of the Singapore Exchange Securities Trading Limited.
The Guaranteed Notes due 2010 are redeemable at the option of Indosat Finance Company B.V., in whole but not in part, at any time, at a price equal to
103.5625% of the principal amount thereof, plus any accrued and unpaid interest and additional amounts to the date of redemption, in the event of certain
changes affecting withholding taxes in Indonesia and The Netherlands that would require Indosat Finance Company B.V. or us to pay an additional amount in
respect of any note in excess of certain amounts. Upon a change in control of Indosat Finance Company B.V. (including sale, transfer, assignment, lease,
conveyance or other disposition of all or substantially all of its assets), a holder of the notes has the right to require Indosat Finance Company B.V. to repurchase
all or any part of such holder’s notes at a purchase price equal to 101% of the principal amount thereof, plus accrued and unpaid interest and additional amounts,
if any, to the purchase date.
Indosat received the proceeds of the Guaranteed Notes due 2010 on November 5, 2003 pursuant to an intercompany loan agreement with Indosat Finance
Company B.V. and used the proceeds primarily to repay a portion of our existing indebtedness. We agreed to certain covenants in connection with the issuance
of the Guaranteed Notes due 2010, including but not limited to agreements restricting our ability to:
• incur additional debt;
• pay dividends or make distributions with respect to capital stock;
• purchase or redeem capital stock;
• incur liens;
• sell, pledge, hypothecate or dispose of any share of capital stock of our subsidiaries;
• sell assets;
• enter into arrangements that restrict dividends from our subsidiaries;
• enter into transactions with, or for the benefit of, any affiliates;
• enter into sale and leaseback transactions;
• engage in businesses other than the telecommunications business; or
• consolidate, merge or sell all or substantially all of our assets, other than in certain transactions between us and one or more of our wholly owned
subsidiaries.
On January 11, 2006, we completed a consent solicitation in connection with the Guaranteed Notes due 2010. The primary purpose of the consent
solicitation was to modify certain covenants related to the Guaranteed Notes due 2010 to those covenants related to the Guaranteed Notes due 2012. By
conforming the terms of the Guaranteed Notes due 2010 to the Guaranteed Notes due 2012, we were seeking to achieve increased managed and administrative
efficiencies and to modify certain covenants contained in the indenture related to the Guaranteed Notes due 2010 that were more restrictive.
Guaranteed Notes due 2012

On June 22, 2005, our finance subsidiary, Indosat International Finance Company B.V., issued 7.125% Guaranteed Notes due 2012, or the Guaranteed
Notes due 2012. The Guaranteed Notes due 2012 have a total face value of US$250.0 million which was issued at 99.323% of their principal amount and mature
on June 22, 2012.
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The Guaranteed Notes due 2012 bear interest at the fixed rate of 7.125% per annum payable in semi-annual installments due on June 22 and December 22 of
each year, commencing December 22, 2005. The Guaranteed Notes due 2012 are redeemable at the option of Indosat International Finance Company B.V. in
whole or in part at any time on or after June 22, 2010 at 103.5625%, on or after June 22, 2011 at 101.7813% and on or after June 22, 2012 at 100.0% of the
principal amount thereof, plus accrued and unpaid interest and additional amounts, if any. In addition, prior to June 22, 2008, Indosat International Finance
Company B.V. may redeem up to a maximum of 35% of the original aggregate principal amount, from the proceeds of one or more public equity offerings at a
price equal to 107.125% of the principal amount thereof, plus accrued and unpaid interest and additional amounts, if any. The Guaranteed Notes due 2012 are
also redeemable at the option of Indosat International Finance Company B.V., in whole but not in part, at any time, at a price equal to 103.5625% of the principal
amount thereof, plus any accrued and unpaid interest and additional amounts to the date of redemption, in the event of certain changes affecting withholding
taxes in Indonesia and The Netherlands that would require Indosat International Finance Company B.V. or us to pay an additional amount in respect of any note
in excess of certain amounts. Upon a change in control of Indosat International Finance Company B.V. (including sale, transfer, assignment, lease, conveyance or
other disposition of all or substantially all of its assets), a holder of the notes has the right to require Indosat International Finance Company B.V. to repurchase
all or any part of such holder’s notes at purchase price equal to 101% of the principal amount thereof, plus accrued and unpaid interest and additional amounts, if
any, to the purchase date. Indosat has guaranteed the payment obligations in connection with the Guaranteed Notes due 2012. The Guaranteed Notes due 2012
are listed on the Official List of the Singapore Exchange Securities Trading Limited.
Indosat received the proceeds of the Guaranteed Notes due 2012 on June 23, 2005 pursuant to an intercompany loan agreement with Indosat International
Finance Company B.V. and used the proceeds primarily to repay a portion of our existing indebtedness. We agreed to certain covenants in connection with the
issuance of the Guaranteed Notes due 2012 that are substantially similar to the covenants described above for the Guaranteed Notes due 2010 as modified by the
consent solicitation.
As part of our capital management strategy, we planned to purchase a portion of the Guaranteed Notes due 2010 and the Guaranteed Notes due 2012 in an
amount up to US$100,000,000 in the aggregate, through a combination of the two notes which would not exceed more than 25% of the principal amount of either
series of notes. However, due to market volatility, we abandoned this plan on April 7, 2008.
Export Credit Facility

On May 12, 2006, we entered into a term facility agreement with Finnish Export Credit Ltd, as the original lender, for an export credit facility in the
aggregate principal amount of US$38.0 million. The export credit facility tenor is 60 months from the date of the agreement and payments must be made in ten
equal installments distributed evenly over the life of the facility. The export credit facility has an interest rate of 4.15% per annum, which was calculated with
reference to the commercial interest reference rate for U.S. dollars. Once amounts under the export credit facility have been drawn down and repaid, such
amounts do not become available for borrowing on a revolving basis. The term facility agreement contains certain financial covenants. On November 13, 2006,
we paid our first installment on this credit facility in the amount of US$3.8 million. As of December 31, 2007, we had US$26.6 million outstanding under the
export credit facility.
First Syari’ah Ijarah Bonds

On June 21, 2005, we issued our First Syari’ah Ijarah Bonds, which contain terms customary for Islamic financing facilities, with Bank Rakyat Indonesia
acting as trustee. The First Syari’ah Ijarah Bonds have a total face value of Rp285.0 billion and mature in June 21, 2011.
The First Syari’ah Ijarah Bonds are not secured by any specific assets or guaranteed by other parties and rank pari passu with our other unsecured debt.
Holders of the First Syari’ah Ijarah Bonds receive an Ijarah installment fee, or the Ijarah Installment Fee, payable on a quarterly basis, calculated according to
such holder’s
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portion of the First Syari’ah Ijarah Bonds, which refers to our operating revenues from lease of our Indosat World Link services. Holders of the First Syari’ah
Ijarah Bonds are entitled to certain percentage of such operating revenues. The total Ijarah Installment Fee, expected to be paid to the holders of the First Syari’ah
Ijarah Bonds, is Rp34.2 billion per annum. We have the right to make early payment for all of the bonds on the fourth anniversary of the bonds at a price equal to
100% of the bonds’ nominal value. After the first anniversary of the bonds, we have the right to buy back part or all of the bonds at the market price.
The First Syari’ah Ijarah Bonds are not secured by any specific assets or guaranteed by other parties. In connection with the issuance of the First Syari’ah
Ijarah Bonds, we agreed to maintain certain covenants which are similar to the covenants contained in the Fourth Indosat Bonds.
Second Syari’ah Ijarah Bonds

On May 29, 2007, we issued our Second Syari’ah Ijarah Bonds, which contain terms customary for Islamic financing facilities, with Bank Rakyat
Indonesia acting as trustee. The Second Syari’ah Ijarah Bonds have a total face value of up to Rp400.0 billion and mature in May 2014.
The Second Syari’ah Ijarah Bonds are not secured by any specific assets or guaranteed by other parties and rank pari passu with our other unsecured debt.
Holders of the Second Syari’ah Ijarah Bonds receive an Ijarah installment fee, or the Ijarah Installment Fee, payable on a quarterly basis, calculated according to
such holder’s portion of the Second Syari’ah Ijarah Bonds, which refers to our revenues from lease circuit services. Holders of the Second Syari’ah Ijarah Bonds
are entitled to a certain percentage of such operating revenues. The total Ijarah Installment Fee, to be paid to the holders of the Second Syari’ah Ijarah Bonds, is
Rp40.8 billion per annum. After the first anniversary of the Second Syari’ah Ijarah Bonds, we have the right to repurchase all or a portion of such bonds at the
then-prevailing market price.
In connection with the issuance of the Second Syari’ah Ijarah Bonds, we have agreed to certain covenants, which are similar to the covenants contained in
the Fifth Indosat Bonds.
Third Syari’ah Ijarah Bonds

On April 9, 2008, we issued our Third Syari’ah Ijarah Bonds, which contain terms customary for Islamic financing facilities, with Bank Rakyat Indonesia
acting as trustee. The Third Syari’ah Ijarah Bonds have a total face value of up to Rp570.0 billion and mature in April 9, 2013.
The Third Syari’ah Ijarah Bonds are not secured by any specific or guaranteed by other parties and rank pari passu with our other unsecured debt. Holders
of the Third Syari’ah Ijarah Bonds receive an Ijarah installment fee, or the Ijarah Installment Fee, payable on a quarterly basis, calculated according to such
holder’s portion of the Syari’ah Ijarah Bonds, which refers to our revenues from Indosat World Link (IWL) services and Internet Network Provider (INP)
services. Holders of the Third Syari’ah Ijarah Bonds are entitled to a certain percentage of such operating revenues. The total Ijarah Installment Fee, expected to
be paid to the holders of the Third Syari’ah Ijarah Bonds, is Rp58.425 billion per annum. After the first anniversary of the Third Syari’ah Ijarah Bonds, we have
the right to repurchase all or a portion of such bonds at the then-prevailing market price.
In connection with the issuance of the Third Syari’ah Ijarah Bonds, we have agreed to certain covenants, which are similar to the covenants contained in
the Sixth Indosat Bonds.
Goldman Sachs International Loan Facility

On May 30, 2007, we received a loan from Goldman Sachs International, or GSI, of Rp434.3 billion.The loan was provided to us in the amount of
US$50.0 million for the purchase of telecommunications equipment. The loan will mature on May 30, 2013. The loan bears interest at the fixed annual rate of
8.75%, which is payable quarterly every February 28, May 30, August 30 and November 30, commencing August 30, 2007, up to and including May 30, 2012.
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The loan agreement provides an option for GSI to convert the loan into a U.S. dollar loan of US$50.0 million on May 30, 2012 (the “Conversion Option”).
The fair value of the Conversion Option is presented as part of long-term debt. If GSI exercises such option, starting May 30, 2012, the loan will bear interest at
the fixed annual rate of 6.45% on the principal amount of US$50.0 million. The principal amount in U.S. dollars and interest thereon will be due on May 30,
2013.
We are required to notify GSI regarding the following events which can result in loan termination, such as (i) certain changes affecting withholding taxes
in the United Kingdom or Indonesia, (ii) default under our Guaranteed Notes due 2012, (iii) default under our Guaranteed Notes due 2010 or any notes issued or
guaranteed by us where the settlement is in Indonesian Rupiahs, (iv) redemption, purchase or cancellation of the Guaranteed Notes due 2012 and there is no other
U.S. dollar indebtedness outstanding upon such redemption, purchaser or cancellation and (v) a change of control.
Bank Central Asia Loan Facility

On August 28, 2007, we obtained a five-year unsecured credit facility from Bank Central Asia (“BCA”) for Rp1,600.0 billion for the repayment of our
second Syndicated Loan Facility II and the purchase of telecommunications equipment. The loan bears (i) fixed annual interest rates for the first two years
(9.75% on the first year and 10.5% on the second year) and (ii) floating interest rates for the remaining years based on the prevailing annual rate of three-month
JIBOR plus 1.5% per annum, and all interest is payable quarterly. On September 20, 2007, we obtained an additional credit facility of Rp400.0 billion from
BCA. As a result, the aggregate principal amount to our credit facility with BCA is Rp2,000.0 billion. The repayment of the loan drawdowns will be made
annually, as follows: (a) 10% of the total loan drawdowns in the first and second years after the first drawdown; (b) 15% of the total loan drawdowns in the third
and fourth years after the first drawdown; and (c) 50% of the total loan drawdowns in the fifth year after the first drawdown. On September 27, October 26 and
December 27, 2007, we made the first, second and third loan drawdown totaling Rp2,000.0 billion. Based on the loan agreement, we have agreed to certain
covenants, including maintenance covenants, which are similar to the covenants contained in the Fifth Indosat Bonds.
Bank Mandiri Loan Facility

On September 18, 2007, we obtained a five-year unsecured credit facility from Bank Mandiri amounting to Rp2,000.0 billion for the purchase of
telecommunications equipment. The loan bears (i) fixed annual rates for the first two years (9.75% on the first year and 10.5% on the second year), and
(ii) floating rates for the remaining years based on the prevailing annual rate of three-month JIBOR plus 1.5% per annum, and all interest is payable quarterly.
The repayment of the loan drawdowns will be made annually, as follows: (a) 10% of the total loan drawdowns in the first and second years after the first
drawdown; (b) 15% of the total loan drawdowns in the third and fourth years after the first drawdown; and (c) 50% of the total loan drawdowns in the fifth year
after the signing date of the agreement. On September 27 and December 27, 2007, we made the first and second loan drawdowns totaling Rp2,000.0 billion.
Based on the loan agreement, we have agreed to certain covenants, including maintenance covenants, which are similar to the covenants contained in the Fifth
Indosat Bonds.
Bank DBS Indonesia Loan Facility

On November 1, 2007, we obtained a five-year credit facility from Bank DBS Indonesia for Rp500.0 billion for the purchase of telecommunications
equipment. The loan bears (i) fixed annual rates for the first two years (9.7% on the first year and 10.4% on the second year), and (ii) floating rates for the
remaining years based on the prevailing annual rate of three-month month rate certificates of Bank Indonesia plus 1.5% per annum, and all interest is payable
quarterly. The repayment of the loan drawdowns will be made annually, as follows: (a) 10% of the total loan drawdowns in the first and second years after the
first drawdown; (b) 15% of the total loan drawdowns in the third and fourth years after the first drawdown; and (c) 50% of the total loan drawdowns in the fifth
year after the signing date of the agreement. We made a drawdown of Rp500.0 billion on January 31, 2008. Based on the loan agreement, we have agreed to
certain covenants, including maintenance covenants, which are similar to the covenants contained in the Fifth Indosat Bonds.
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HSBC Satellite Financing
On November 27, 2007, we signed two unsecured facility agreements with HSBC France and one unsecured facility agreement with The Hong Kong and
Shanghai Banking Corporation Limited, Jakarta Branch to finance our new telecommunications satellite. These combined export credit and commercial
financing facilities consist of the following:
• a 12-year COface Term Facility Agreement amounting to US$157.2 million to finance the payment of 85% of the French Content under the
Palapa-D satellite Contract plus 100% of the COFACE Premium. The loan bears fixed annual interest rate of 5.69%, which is payable
semi-annually;
• a 12-year Sinosure Term Facility Agreement amounting to US$44.2 million to finance the payment of 85% of the Launch Service Contract. The
loan bears floating interest rate based on U.S. dollars at LIBOR plus 0.35% per annum, which is payable semi-annually; and
• a nine-year Commercial Facility Agreement amounting to US$27.0 million to finance the construction and launch of the satellite and the payment of
the premium associated with the medium-long term buyer credit insurance policy issued in connection with the Sinosure Facility. The loan bears
floating interest rate based on U.S. dollars at LIBOR plus 1.45% per annum, which is payable semi-annually.
On January 28, 2008, we made our first drawdown from the Coface facility amounting to US$44.9 million.
Lintasarta
Lintasarta’s long-term debt is comprised of certain investment credit facilities from PT Bank Niaga Tbk, or Bank Niaga, unsecured convertible bonds and
unsecured limited bonds. As of December 31, 2007, the investment credit facility from Bank Niaga totalled Rp31.9 billion, and the outstanding bonds totalled
Rp56.4 billion.
Investment Credit Facility II

On August 14, 2003, Lintasarta obtained a credit facility from Bank Niaga amounting to Rp15 billion to finance a letter of credit facility. The full amount
was drawn down in 2004 and interest was calculated based upon a three-month time deposit rate guaranteed by Bank Indonesia plus 3% per annum. The loan was
payable in quarterly installments of Rp1.5 billion starting November 14, 2004 and in February 2007, the final installment was paid.
Investment Credit Facility III

On June 29, 2004, Lintasarta obtained a new credit facility from Bank Niaga for the purchase of telecommunications equipment, computer and other
supporting facilities in the total aggregate amount of Rp98.0 billion. The loan bears interest at the three-month time deposit rate guaranteed by Bank Indonesia
plus 3.5% per annum. The quarterly repayment of the principal on September 29, 2005 was Rp9.8 billion payable each quarter up to December 29, 2007.
Investment Credit Facility IV

On August 29, 2005, Lintasarta obtained an unsecured credit facility from Bank Niaga in the aggregate amount of Rp45.0 billion for the purchase of
telecommunications equipment, computers and other supporting facilities. The loan from the facility bears interest at the prevailing annual rate for three-month
certificates of Bank Indonesia plus 3.00% per annum. The loan has a grace period for the first quarterly repayment of principal for 14 months from the date of the
loan agreement. The quarterly repayment of principal began on November 29, 2006 in the amount of Rp4.5 billion per quarter and will continue until
February 28, 2009.
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The loans from Bank Niaga are collateralized by all equipment purchased from the proceeds of the credit facilities and receivables from frame relay
operations. Lintasarta must also obtain written approval from Bank Niaga if (i) the combined ownership of Yayasan Kesejahteraan Karyawan Bank Indonesia
and us in Lintasarta shall become less than 51.0% during the facility period, (ii) Lintasarta incurs new debt or (iii) Lintasarta invests more than US$1.0 million,
other than investments in Lintasarta’s current business. Lintasarta is also required to maintain certain financial ratios, including maintenance of a debt service
coverage ratio of not less than 1.20 to 1.00.
Investment Credit Facility V

On July 10, 2007, Lintasarta obtained a credit facility from Bank Niaga amounting to Rp50 billion for the purchase of telecommunication equipment,
computers and other supporting facilities. The loan bears interest at the prevailing annual rate for one-month certificates of Bank Indonesia plus 2.25% per
annum. The quarterly repayment of the principal will start on October 11, 2008 in the amount of Rp5 billion payable each quarter until January 10, 2011.
Limited Bonds I
On June 2, 2003, Lintasarta agreed with its stockholders to issue limited bonds to stockholders totaling Rp40.0 billion including our portion of Rp9.6
billion. Such limited bonds are unsecured and had an initial maturity date of June 2, 2006. The bonds bear interest at the fixed rate of 16% per annum for the first
year and floating interest rates for the following years which is based on the average three-month time deposit rates of PT Bank Mandiri (Persero) Tbk, PT Bank
Negara Indonesia (Persero) Tbk, PT Bank Rakyat Indonesia (Persero) Tbk and PT Bank Tabungan Negara (Persero) plus a 3% margin with a maximum rate of
19% per annum and a minimum rate of 11% per annum. Interest is payable quarterly from September 2, 2003. On June 14, 2006, Lintasarta agreed with the
holders to extend the maturity date from June 2, 2006 to June 2, 2009 and the nominal value of the limited bonds became Rp34.9 billion, including our portion of
Rp9.6 billion. On July 17, 2006, Lintasarta obtained approval from Bank Niaga on the changes in maturity date and nominal value of the Limited Bonds I.
Limited Bonds II
On June 14, 2006, Lintasarta agreed with its stockholders to issue limited bonds to stockholders totaling Rp66.2 billion, including our portion of Rp35.0
billion. The bonds are unsecured and will mature on June 14, 2009. The bonds bear interest at a floating rate determined by reference to the average three-month
time deposit rates of PT Bank Mandiri (Persero) Tbk, PT Bank Negara Indonesia (Persero) Tbk, PT Bank Rakyat Indonesia (Persero) Tbk and PT Bank
Tabungan Negara (Persero) plus a 3% margin with a maximum rate of 19% per annum and a minimum rate of 11% per annum. Interest is payable quarterly from
September 14, 2006. On July 17, 2006, Lintasarta obtained approval from Bank Niaga on the changes in maturity date and nominal value of the Limited Bonds
II. The proceeds of the Limited Bonds II are used for capital expenditures to expand Lintasarta’s telecommunication peripheral.
Indonesian Telecommunications Industry

Background
Since 1961, telecommunications services in Indonesia have been provided by a succession of state-owned companies. As in other developing economies,
the expansion and modernization of telecommunications infrastructure are instrumental to Indonesia’s general economic development. In addition, Indonesia’s
large population and economic growth have led to increased demand for telecommunications services.
Indonesia had an estimated population of approximately 225.46 million people as of 2006, ranking it the fourth most-populated country in the world based
on International Telecommunications Union estimates. Indonesia’s GDP has grown significantly from US$165.0 billion in 2000 to US$364.5 billion in 2006 in
current
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U.S. dollars according to the World Bank, which represents a compound annual growth rate of 5.5%. This growth rate compares favorably against the
approximately 5.0% and approximately 5.4% GDP growth experienced by Thailand and the Philippines, respectively, during the same period. According to the
World Bank, GDP per capita at purchasing power parity has also increased from US$3,043 in 2000 to US$4,130 in 2006.
The Government, through the Ministry of Communication and Information Technology, has extensive regulatory authority and supervisory control over
the telecommunications sector. While the Government has historically maintained a monopoly over telecommunications services in Indonesia, recent reforms,
the majority of which came into effect on September 8, 2000, have attempted to create a regulatory framework to promote competition and accelerate
infrastructure investment in telecommunications facilities. For a description of these reforms, see “Item 4: Information on the Company—Regulation of the
Indonesian Telecommunications Industry.”
In Indonesia, fixed-line services are mostly provided by Telkom, a majority state-owned company, which owns and operates the country’s primary PSTN
and fixed wireless access points. Before the implementation of the new interconnection regime, telecommunications operators interconnected with Telkom’s
network to access all fixed-line and cellular users. Telkom’s local fixed-line monopoly ceased on August 1, 2002, and we have since commenced our build-out of
a separate fixed-line network. According to the new interconnection regime, telecommunications operators may enter into bilateral agreements which enable
them to interconnect directly with other telecommunications operators.
Although cellular penetration is low relative to its regional peers, based on International Telecommunications Union estimates, Indonesia’s cellular
penetration rates have increased from approximately 2.7% in 2003 to approximately 28.30% in 2006, a compound annual growth rate of 47.92%. Indonesia’s
GDP growth profile and relatively low penetration rates suggest the potential for increased cellular customer demand in Indonesia. Moreover, in 2006, the
number of fixed lines, including fixed wireless access, was approximately 14.8 million, representing a fixed-line penetration of 6.57%, among the lowest in the
region and a result of stagnant fixed-line growth under previous regulatory systems. The table below summarizes certain information regarding Indonesian and
regional cellular and fixed-line penetration in 2006:
For the year ended December 31, 2006

Fixed-line Cellular GDP
Population(1) penetration(1) penetration(1) per capita(2)(3)
(millions) (US$)
Hong Kong 7.12 53.89% 132.68% 25,258
Singapore 4.38 42.32 109.34 26,826
South Korea 47.98 49.82 23.77 16,388
Malaysia 25.8 16.83 75.45 5,276
Thailand 69.76 10.92 62.88 2,749
Philippines 84.48 4.30 50.75 1,172
China 1,323.64 27.79 34.83 1,750
Indonesia 255.46 6.57 28.30 1,288
Source:International Telecommunications Union estimates, ICT Statistics 2006.
Cellular Services Market

The telecommunications industry in Indonesia has experienced significant growth in cellular telecommunications services in recent years. Based on
International Telecommunications Union estimates, the total number of cellular subscribers in Indonesia increased from approximately 12.8 million as of
December 31, 2003 to approximately 63.80 million as of December 31, 2006, representing an increase in cellular penetration from approximately 2.7% to
approximately 28.30%. Despite this rapid growth rate, the cellular penetration rate of 28.30% as of December 31, 2006, is relatively low compared to other
countries in the region.
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The following table contains information relating to the cellular telecommunications industry in Indonesia as of and for the periods indicated:
As of December 31,
Compound
Annual Growth
2003 2004 2005 2006 Rate 2003–2006
(in millions, except percentages)
(1)
Indonesian population(1) 215 222.61 222.78 225.46 1.60%
Cellular subscribers 18.8 30.00 46.91 63.8 50.28%
(2)
Cellular penetration 8.7% 13.48% 21.06% 28.3% 47.92%
(1) Source: International Telecommunications Union estimates, ICT Statistics 2006, excluding fixed wireless services.
(2) Cellular penetration is the number of cellular subscribers as a percentage of the Indonesian population.
The launch of prepaid services in 1998, which have been widely accepted in the Indonesian market, enabled cellular operators to overcome increasing bad
debts from the economic crisis, which commenced in mid-1997. Investment continues to increase in the Indonesian cellular telecommunications industry with
operators upgrading their networks.
The wireless market in Indonesia is currently dominated by three major GSM operators: Telkomsel, us and Excelcomindo. Starting in 2002, the
Government issued new cellular licenses for using CDMA technology to Mobile-8 and fixed wireless services licenses using CDMA technology to Telkom,
Indosat, and Bakrie Telecom. As of December 2007, these nationwide GSM operators collectively held an approximately 86.5% share of the Indonesian wireless
market based upon our estimates. As of December 2007, Telkomsel was the largest national licensed cellular services provider in Indonesia, with approximately
47.9 million cellular subscribers and an approximately 54.5% GSM market share. We were the second largest cellular provider with approximately 24.54 million
cellular subscribers and an approximately 27.9% GSM market share as of the same date. Excelcomindo, the third-largest provider, had approximately
15.5 million cellular subscribers and an approximately 17.6% GSM market share as of the same date. Fixed wireless services is dominated by Telkom under the
brand Flexi with 6.4 million subscribers as of December 2007. The second largest provider is Bakrie Telecom under the brand Esia with 3.7 million subscribers
as of the same date, and we are the third largest provider with 628,000 subscribers under the brand StarOne. There are other smaller players such as NTS, HCPT,
and STI.
In part, wireless subscriber growth in Indonesia has been driven by the “calling party pays” system, the launch of prepaid service, as well as the
introduction of SMS. The calling party pays system requires the originators of telephone calls to pay for calls. Based on international experience, countries that
implement a calling party pays system typically experience higher wireless penetration rates because wireless subscribers are more likely to give out their
telephone numbers and keep their handsets switched on.
Since its introduction in 1998, prepaid service has been popular in Indonesia, as in other Asian countries, because it permits customers to register for
wireless service without undergoing a credit review. Prepaid service also gives customers more control over monthly expenditures. SMS has proven to be
popular in Indonesia, particularly on the prepaid platform, as it provides a convenient and cost-efficient alternative to voice and e-mail communications.
Competition in the Indonesian wireless services industry is based primarily on service quality, pricing, availability of data services and value-added features such
as voice mail and text messaging.
International Long-Distance Market

International long-distance providers in Indonesia generate revenues from both inbound and outbound international long-distance traffic. The two
international long-distance service providers are Telkom, which offers its “007” service and us with our “001” and “008” access codes. Outgoing tariffs are based
on rates set by the Ministry of Communication and Information Technology while incoming tariffs are settled at the applicable
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accounting rates. Outgoing traffic is generated by fixed-line and mobile subscribers and delivered to the two international service providers directly through
international gateways or indirectly through Telkom’s PSTN. Incoming international traffic is received at international gateways and either routed directly to its
intended destination from the gateways or indirectly through Telkom’s PSTN network through which it is ultimately switched to its intended destination.
In Indonesia, as in many emerging market countries, inbound communications traffic has exceeded outbound traffic as more developed countries generate
a disproportionate amount of international long-distance traffic.
Historically, inter-operator traffic has been settled based on a concept of accounting rates which provide a common method of compensating the
originating and terminating carrier. In general, international long-distance carriers negotiate per minute accounting rates on a route-by-route basis with a single
rate used by all carriers on that route. During 2003, we began to replace the accounting rate system with a market termination rate-based pricing system with
several of our largest foreign telecommunications counterparts, pursuant to which we agreed on asymmetric rates for incoming and outgoing calls. Under the
market termination rate-based system, we are able to reduce the rates we pay for outgoing calls to most international destinations by a greater amount than the
reduction in prices for calls from such destinations to Indonesia. While this pricing has reduced the prices we receive for incoming calls, we believe that, overall,
it will improve our margins on international long-distance services, in particular for outgoing calls.
In December 2006 the Government released the White Paper on Business Opportunity in Fixed Telecommunication Services (local, DLD, IDD) in which
they invited investors to bid for fixed telecommunication services. The Government expects that this white paper will increase Indonesia’s penetration rate.
Competition from VoIP providers offering services including budget calls, such as “01017 “ provided by Telkom and “FlatCall 01016” provided by us,
and prepaid calling cards has begun and is expected to adversely impact revenues from traditional international long-distance calling services.
As the data communications infrastructure expands in Indonesia, demand for VoIP services may increase. VoIP uses data communications connections to
transfer voice traffic over the Internet, which usually provides substantial cost savings to subscribers.
Although the Government has implemented a licensing system to limit the number of VoIP operators in Indonesia, the Government does not presently
control the rates charged to end users of VoIP services. However, the Government has indicated that it intends to regulate such rates in the future, and it is
expected that such regulations would limit VoIP tariffs to amounts that represent a maximum discount of approximately 40.0% from the then-current PSTN
tariffs.
Data Communications Market

Historically, data services in Indonesia primarily consisted of narrow bandwidth leased line services, x.25 service, digital data network service and
integrated service digital network service. Digital data network services are digital leased line services for data transmission. Integrated service digital network is
a protocol which offers high capacity dial-in access for public networks. This protocol allows simultaneous handling of digitized voice and data traffic on the
same digital links via integrated switches across the public network. x.25 is an open standard packet switching protocol that allows low- to medium-speed
terminals to have either dial-in or permanent access to a network from a user’s premises and operate on a network. Charges for these services have been declining
in recent years.
The rise of the Internet and the wider adoption of multimedia applications are expected to increase demand for sophisticated broadband data services.
Operators in Indonesia are deploying advanced broadband networks to provide high-end data services such as frame relay, asynchronous transfer mode and
Internet protocol service. In particular, virtual private network services, utilizing ATM and Internet protocol technologies, may capture a larger portion of the
market share as they provide a reliable and cost-effective alternative to private networks that rely on dedicated leased lines.
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Satellite Services Market
In recent years, competition in the Asia-Pacific satellite market has been intense. Companies in this business compete primarily on coverage power,
product offerings and price. On September 6, 2005, the Government issued regulations requiring all telecommunications operators using satellites in connection
with the provision of telecommunications services to possess both earth station and space station operating licenses. These operating licenses will be granted only
to telecommunications operators with a landing right and on the condition that the radio frequency spectrum used does not cause harmful interference to existing
operators. Foreign satellites are allowed to operate in Indonesia if Indonesian telecommunications operators have reciprocal operating rights in such satellite’s
country of origin.
Industry Trends
We believe that the trends driving the telecommunications industry in Indonesia include:
Wireless Services
• Continued growth in wireless telecommunications. We expect that the wireless telecommunications industry and demand for wireless
telecommunications services will continue to grow as Indonesia develops and modernizes.
• Migration of voice and data traffic towards wireless. We anticipate wireless services will become increasingly popular as a result of wider coverage
areas and improving wireless network quality, declining handset costs and the proliferation of prepaid services.
• Significant growth in wireless penetration rates in regions outside Java. The relatively low wireless penetration rates in regions outside Java offer
growth potential for wireless services providers in Indonesia as the population residing outside Java becomes more affluent.
• Growing use of value-added services. The growth in usage for value-added services such as SMS, content, and Internet access is expected to
increase in coming years, thereby helping to stabilize the decrease in usage rates and ARPU for voice services.
• Increasing competition as new wireless operators enter the market.
International Long-Distance Services

Increased competition in international long-distance services. We expect further governmental deregulation and service quality improvements for VoIP
services to increase competition for international long-distance services.
Moderate growth in call volumes. We believe continued domestic economic growth will stimulate incremental volume growth for international
long-distance services. In addition, the growth of VoIP services is also expected to increase demand for international long-distance services.
MIDI Services
Increasing demand for advanced data communication services. We believe increasing Internet usage and the broadening market for multimedia
applications will boost demand for sophisticated data communication services.
Intensified competition in the ISP market. As a result of market liberalization and the continued issuance of new licenses, we anticipate competition in the
ISP market will increase. We believe competition will be based primarily on price, quality of service and network coverage.
Increasing demand for broadband services. We believe the expected increase in customer preference and demand for high-speed Internet access will
stimulate growth of domestic broadband service.
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Regulation of the Indonesian Telecommunications Industry
The Government, through the Ministry of Communication and Information Technology, exercises both regulatory authority and control and implements
policies which govern the telecommunications industry in Indonesia. The legal framework for the telecommunications industry is based on specific laws,
Government regulations and ministerial decrees enacted and issued from time to time. Prior to March 1998, the Ministry of Tourism, Post and
Telecommunications regulated the telecommunications industry in Indonesia. Following the 1999 general elections and a change of government in 2001, the
Ministry of Communication assumed the responsibility for regulation of the telecommunications industry. In February 2005, the duties and authority to regulate
the telecommunications industry were transferred from the Ministry of Communication to the Ministry of Communication and Information Technology.
Through the Ministry of Communication and Information Technology, the Government regulates telecommunications network operations and the
provision of telecommunications services. In addition, the Ministry of Communication and Information Technology regulates the radio frequency spectrum
allocation for all telecommunications operators, which are required to be licensed by the Directorate General of Post and Telecommunications, or the DGPT, for
each service utilizing radio frequency spectrum. In addition to radio frequency spectrum fees, the Government requires all telecommunications operators to pay a
concession license fee equal to 1% of gross revenues less interconnection expenses and provisions for bad debt, for each fiscal year, payable in equal quarterly
installments. In addition to those fees, the Government also regulates that all telecommunications operators should pay Universal Service Obligations equal to
0.75% of gross revenue less interconnection expenses and provisions for bad debt for each fiscal year, payable in equal quarterly installments.
The deregulation of the telecommunications sector is closely linked with Indonesia’s national economic recovery program. The Government’s
“Memorandum of Economic and Financial Policies” states that the objective of the economic recovery program is to stabilize the economy through a
comprehensive plan based on:
• deregulation;
• promoting competition;
• liberalization;
• restructuring;
• improving market access; and
• introducing market-oriented regulations.
The Government’s telecommunications reform policy is formulated in its “Blueprint of the Indonesian Government’s Policy on Telecommunications”
dated September 17, 1999. The policies, which are stated in the blueprint, are to:
• increase the telecommunications sector’s performance;
• liberalize the telecommunications sector with a competitive structure by removing monopolistic controls;
• increase transparency and predictability of the regulatory framework;
• create opportunities for national telecommunications operators to form strategic alliances with foreign partners; and
• create business opportunities for small- and medium-size enterprises and facilitate new job opportunities.
The recent regulatory reforms of the Indonesian telecommunications sector have their foundation in the Telecommunications Law.
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The Telecommunications Law
The Telecommunications Law became effective on September 8, 2000. The Telecommunications Law provides key guidelines for industry reforms,
including industry liberalization, facilitation of new entrants and enhanced competition. The Telecommunications Law outlines the framework and substantive
principles for the liberalization of the Indonesian telecommunications industry. The Government implements regulations and guidelines through Government
regulations, ministerial decrees or regulations and other directives by Government bodies. The Telecommunications Law grants the Government, through the
Ministry of Communication, the power to make policies, and to regulate, supervise and control the telecommunications industry in Indonesia. During that time,
the Ministry of Communication, the former regulatory body of the telecommunications industry, had authority over the telecommunications sector in Indonesia
and could issue regulations pursuant to decrees, issue policies and licenses and formulate tariffs.
The Ministry of Communication promulgated Government Regulation No. 52 / 2000 on Telecommunications Operations (“the Telecommunications
Operations Regulation”), and Government Regulation No. 53 / 2000 on Radio Frequency Spectrum and Satellite Orbits were introduced as the initial
implementing regulations of the Telecommunications Law. The Ministry of Communication also promulgated various decrees, including the Ministry of
Communication Decree No. 20 / 2001, which was amended by the Ministry of Communication Decree No. 29 / 2004, on Telecommunications Network
Operation, or the Telecommunications Network Decree, the Ministry of Communication Decree No. 21 / 2001, which was amended by the Ministry of
Communication Decree No. 30 / 2004, on Telecommunications Services Operation, and the Ministry of Communication Decree No. 31 / 2003 on the Indonesian
Telecommunications Regulatory Body, or the Telecommunications Regulatory Body Decree.
On July 11, 2003, the Ministry of Communication promulgated the Telecommunications Regulatory Body Decree, pursuant to which it delegated its
authority to regulate, supervise and control the telecommunications sector in Indonesia to the BRTI, while maintaining the authority to formulate policies over
the industry. BRTI first convened in January 2004 and consists of the DGPT, which is a governmental agency, and the Telecommunications Regulatory
Committee which consists of seven members, including a chair position held by the DGPT. Members of the Telecommunications Regulatory Committee are
appointed by the Ministry of Communication and Information Technology. All members of the Telecommunications Regulatory Committee: (i) must be
Indonesian citizens; (ii) have professional expertise in telecommunications, information technology, economics, law or any social science; (iii) not have any
interests in any of the telecommunications operators; and (iv) not be appointed as a director or commissioner of any of the telecommunications operators.
BRTI is primarily responsible for settling disputes among telecommunications providers, providing recommendations to the Ministry of Communication
and Information Technology with respect to licensing telecommunications network and service operations, regulating the standards for telecommunications
equipment and devices and supervising the performance of telecommunications network and service operators. Currently, the chairman of BRTI also serves as
the chairman of DGPT, and decrees by BRTI are enacted in the form of DGPT decrees. Accordingly, BRTI is not yet a fully independent regulatory body.
However, the creation of BRTI is expected to be an initial step toward the creation of a truly independent telecommunications regulatory body.
Effective February 7, 2005, all duties and authority to make policies, rules and regulations regarding the telecommunications industry were transferred
from the Ministry of Communication to the Ministry of Communication and Information Technology. Following this transfer, the Ministry of Communication
and Information Technology assumed the responsibilities previously held by the Ministry of Communication. The Ministry of Communication and Information
Technology is now the principal regulator of the telecommunications industry in Indonesia and is responsible for setting and adjusting tariff formulas. On
January 5, 2006, the Ministry of Communication and Information Technology appointed members of BRTI Period-2, two of which are from the Government and
five of which are from the public.
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Regulation on Tariff for Fixed and Cellular Services May Affect Our Competitiveness in the Future.
The Ministry of Communication and Information Technology is responsible for setting and adjusting tariff levels. In 2006, the Ministry of Communication
and Information Technology, enacted new ministerial decrees such as No. 8 / 2006 on cost-based interconnection, No. 1 / 2006, No. 2 / 2006, No. 4 / 2006, No. 7
/ 2006, and No. 19 / 2006 on 3G Service Provision, No. 5 / 2006 on Telecommunication Kiosk, No. 9/ 2006 on Fixed Telecommunications Tariff, No. 11 / 2006
on Lawful Interception, No. 12 / 2006 on Cellular Tariffs, No. 102 / 2006 on ISAT 2G and 3G Cellular Network License (amendment) , No. 181 / 2006 on
Migration of FWA Network to 800MHz Allocated Frequency.
In 2007, the Ministry of Communication and Information Technology, enacted new ministerial decrees, including No. 162 / 2007 regarding 800 MHz
radio frequency channel allocation for operating FWA-CDMA and cellular (amendment of ministerial decree No. 181 / 2006), No. 5 / 2007 regarding guidance
for tariff implementation on USO contributions, No. 3 / 2007 regarding Leased Circuits, No. 11 / 2007 (now No. 38 / 2007) which regulates the implementation
of infrastructure development using USO funds and No. 43 / 2007 regarding changes to all four FTPs (Fundamental Technical Plans)—2000 which changed the
date of implementation of the long distance access code in Balikpapan to April 3, 2008.
In April 2008, the Government enacted new tariff regulations for cellular services. The new regulation regulates the type and structure of cellular retail
tariffs based on aformula as a ceiling tariff. The type of tariff consists of basic telephony services, roaming services and multimedia services. The tariff structure
consists of activation fees, monthly fees, usage fee and value added service fee. Ceiling tariffs for retail cellular services will be different among operators due to
different calculation methods among them.
Classification of Telecommunications Providers

The Telecommunications Law classifies telecommunications providers into telecommunications network providers, telecommunications services providers
and special telecommunications providers. The Telecommunications Operations Regulation further classifies telecommunications network operators into fixed
telecommunications network operators, mobile telecommunications network operators and closed network telecommunications operators. Under the
Telecommunications Law, licenses are required for each category of telecommunications operator. A telecommunications network provider is licensed to own
and/or operate a telecommunications network. The license entitles the telecommunications service provider to provide services, but does not require such
provider to own a network. Special telecommunications licenses are required for providers of private telecommunications services or for purposes relating to
broadcasting and national security interests. The Telecommunications Network Decree provides that telecommunications network operating licenses shall be
issued by the Ministry of Communication and Information Technology. The Telecommunications Services Decree differentiates the basic telephony service
operating license to be issued by the Ministry of Communication and Information Technology from the other value-added telephony and multimedia service
operating licenses issued by the DGPT.
Termination of Exclusivity Rights

In 1995, Telkom was granted a monopoly to provide local fixed-line telecommunications services until December 31, 2010, and DLD services until
December 31, 2005. Indosat and Satelindo were granted a duopoly for exclusive provision of basic international telecommunications services until 2004.
As a consequence of promulgating the Telecommunications Law and the Telecommunications Services Decree, the Government terminated the exclusive
rights of Telkom and the duopoly previously given to Indosat and Satelindo. The Government has adopted a duopoly policy with Telkom and us competing as
full network and service providers.
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The market for provision of IDD services was liberalized in August 2003 with the termination of Indosat’s and Satelindo’s exclusive rights to provide IDD
services. We began operating fixed line services in 2002 and fixed wireless and DLD services in 2003 after receiving our IDD services license. Telkom
subsqeuently received an IDD services license and began offering IDD services under the international access code “007” in 2004 in direct competition with us.
In an attempt to liberalize DLD services and local telecommunications access, the Government has issued regulations requiring each provider of DLD
services to implement a three-digit access code to be dialed by customers making DLD calls. On April 1, 2005, the Ministry of Communication and Information
Technology announced that three-digit access codes for DLD calls will be implemented gradually within five years of such date and that it would assign us the
“011” DLD access code for five major cities, including Jakarta, and allow us to progressively extend it to all other area codes within five years. Telkom was
assigned “017” as its DLD access code. On December 3, 2007, the Government enacted Ministerial Decree No. 43 / 2007, which extended the date of
implementation of the DLD access code to April 3, 2008. The Ministerial Decree No. 43 / P / M.KOMINFO / 12 / 2007 also sets forth a schedule on
implementing “01X” long distance access. Starting April 3, 2008, those access codes will be implemented in Balikpapan. Following the implementation,
Balikpapan residents will be able to choose from options “0,” “011” or “017” in connecting their long distance calls. Whether the DLD access code will be
implemented in other cities will be based on a study by the Indonesian Telecommunication Regulatory Board on Indosat and Telkom’s fixed phone service
customers and on several criteria such as (i) Telkom must open the DLD access code of “01X” in certain area codes within a certain timeframe if Indosat, as a
second DLD operator, has FWA services with limited mobility customers which equal or exceed 30% of Telkom’s FWA services with limited mobility
customers or (ii) Telkom must open the DLD access code of “01X” in certain area codes within a certain timeframe if Indosat, as a second DLD operator, has
Fixed Terminal customers which equal or exceed 15% of Telkom’s wireline and FWA services with limited mobility customers.
Tariffs
Based on previous regulation, retail tariffs such as activation fees, monthly fees, per minute usage charges for either for fixed or mobile services were
regulated by the Government as along with leased circuit services tariffs such as installation fees and monthly fees based on the level of speed selected.
Based on Telecommunication Regulation No. 36 year 1999, currently, the Government has enacted Communication and Information Technology Ministry
Regulation as guidance for tariff formulations for fixed telecommunication services (Ministerial Decree No. 9 / 2006) and tariff formulations for mobile
telecommunication services (Ministerial Decree No. 12 / 2006), which was amended through Ministerial Decree No. 9 / 2008. The Government is expected to
change the fixed telecommunications tariff formulations in the near future. The Government regulates the tariff formulations guidance for leased circuit
businesses through Ministerial Decree No. 3 / 2007.
Consumer Protection
Under the Telecommunications Law, each operator must provide guarantees to consumers in relation to certain matters including quality of service, usage
and service fees and compensation. The law also allows customers who are injured or sustain damages to file claims against negligent providers. Regulators are
formulating a decree which will establish penalties for telecommunication operators which do not meet the requisite quality requirements for their services.
Public Telephone
Based on our fixed telecommunications license for basic telephony service, we have an obligation to provide public telephone lines consisting of 3% of the
total fixed telecommunications network that we have built.
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Universal Service Obligations
Under the Telecommunications Law, all telecommunications network and service operators are bound by Universal Service Obligations, or USOs, which
require participation by all operators in the provision of telecommunications facilities and infrastructure in the areas designated as USO areas by the Ministry of
Communication and Information Technology.
In March 2004, the Government released Ministerial Decree No. 34 / 2004, which included specifications for the USO implementation program and zone,
technical requirements, operating, financing and monitoring. Through Government Regulation No. 28 / 2005 and Ministerial Decree No. 15 / 2005, the
Government announced regulations establishing the mechanism for USO payments and changing the USO tariff from Rp750 for each successful international
outgoing or incoming call to 0.75% of an amount equal to gross revenues less interconnection expenses paid to other telecommunication carriers and bad debts.
Recently, the Government promulgated Ministerial Decree No. 11 / 2007 (now No. 38 / 2007), which regulates the procedure for utilizing USO funds for
developing network and telecommunication services in areas with no telecommunication network. In 2007, the Government conducted a tender offer for USO
but cancelled this offer in December 2007.
Interconnection Arrangements
In accordance with the express prohibitions in the Telecommunications Law on activities that may create monopolistic practices and unfair business
competition, the Telecommunications Law requires network providers to allow users on one network to access users or services on another network based on
fees agreed by each network operator. The Telecommunications Operations Regulation provides that interconnection charges between two or more network
operators shall be transparent, mutually agreed upon and fair.
On February 8, 2006, through Ministerial Decree No. 8 / 2006, the Government issued new interconnection regulations representing the foundation of the
cost-based interconnection regime, replacing the previous revenue-sharing interconnection regime. As required by the new regulation, the Government set a
formula as guidance for calculating the interconnection cost for every operator. The results of the calculation will be evaluated by the Government and used by
the Government as the reference.
The results of the calculation by operators will be included in the RIO proposal, together with the proposals for call scenarios, traffic routing, Point of
Interconnection, procedure for requesting and providing interconnection, and other matters. The RIO must also disclose the type of interconnection service and
the tariffs charged for each service offered. Interconnection access providers should implement a queuing system with First-in-First-Serve. In addition, the
interconnection mechanism should also be transparent and without any discrimination.
Dominant IDD telecommunications operators such as Indosat and non-dominant operators submitted RIOs in September 2006. The RIOs of dominant
operators were approved by the Government in October 2006 and the implementation of the new regime began in January 2007 through bilateral agreements
among operators. Based on current regulation, RIOs will be amended every year. On April 11, 2008, the Government approved RIOs from dominant operators to
replace the previous RIOs.
The Government’s National Fundamental Technical Plan sets out the technical requirements such as for routing plans, numbering, and technical aspects
for interconnection of the networks of various telecommunications operators, allowing all network operators to interconnect directly without having to
interconnect with the PSTN.
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Fee Regime
Each telecommunications operator is required to pay to the Government a license concession fee, frequency fee and satellite orbit fee, as applicable. The
concession fee for each telecommunications operator is approximately 1% of gross revenues, consisting of items such as revenues from leasing of networks,
interconnection charges, activation of new customers, usage charges, roaming charges and SIM cards. The frequency fee for GSM 900, DCS 1800 and FWA
networks is calculated by applying the formula principally based on the number of base station controllers and transmission receiver units owned by the
telecommunications operator. For 3G services, an operator is required to pay the frequency fee based on the bandwidth allocated frequency. In addition, users
must pre-pay a one-time satellite orbital connection fee while the satellite is in operation.
In order to acquire frequency allocation for 3G services, the Government conducted an open bidding process in which Indosat was awarded one 3G
spectrum license for 5 MHz of paired spectrum for an up-front fee of Rp320.0 billion. In addition, the Government also requires a performance bond as collateral
for operators to fulfill all requirements as stated in the licensing contract.
Prepaid Cellular Subscriber Registration

On October 28, 2005, the Government began requiring telecommunications operators to register prepaid cellular subscribers. The regulations specified that
such registration process must be completed no later than April 28, 2006, which deadline was later extended to September 28, 2006. We instituted procedures
designed to complete the required registration at the initial point of sale and have finalized the mandatory prepaid registration as of September 2006, by
cancelling the accounts of approximately 1.3 million unregistered customers of the Company. As stated in the Ministerial Decree No 23 / 2005, all operators have
an ongoing duty to register their new prepaid cellular subscribers and to periodically update regulators on the progress of registration.
Satellite Regulation
The international satellite industry is highly regulated. In addition to domestic licensing and regulation in Indonesia, both the placement and operation of
our satellite are subject to registration with the Radio Communications Bureau of the International Telecommunications Union and the Intelsat consultation
process. Following the World Radiocommunication Conference (WRC) from October 22, 2007 to November 16, 2007, Indonesia’s satellite characteristics have
been registered with the International Telecommunications Union and is currently proceeding in the filing process for two orbital slots at 113E and 150.5E.
Frequency of Fixed Wireless Access-CDMA

Through the Communication and Information Technology Ministerial Decree No. 181 / 2006, the Government has reallocated frequency for FWA
operators in the 800MHz frequency as part of a frequency clearance for 3G services (IMT-2000). Indosat had previously been granted 5MHz in Uplink frequency
1880 -1885MHz and Downlink 1960-1965MHz in Jakarta, Banten and West Java and Uplink frequency 830-835MHz and Downlink 875-880MHz in other parts
of Indonesia. According to the above regulation, Indosat has been granted 2x1.23MHz in frequency (Uplink 842.055-843.285MHz in conjunction with Downlink
887.055-888.285MHz and Uplink 843.285-844.515MHz in conjunction with Downlink 888.285-889.515) nationwide. The migration of the frequency has been
successfully implemented as of December 31, 2007.
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Item 5: OPERATING AND FINANCIAL REVIEW AND PROSPECTS
The following discussion should be read in conjunction with our audited consolidated financial statements and the related notes thereto as of December
31, 2006 and 2007 and for each of the three years ended December 31, 2005, 2006, and 2007, included elsewhere herein. The audited consolidated financial
statements have been prepared in accordance with Indonesian GAAP, which differs in certain material respects from U.S. GAAP. See “—Summary of Significant
Differences between Indonesian GAAP and U.S. GAAP” for a summary of certain material differences between Indonesian GAAP and U.S. GAAP as such
differences apply to our financial condition and results of operations. Certain amounts (including percentage amounts) have been rounded for convenience.
A. OPERATING RESULTS
We are a fully integrated Indonesian telecommunications network and service provider and provide a full complement of national and international
telecommunications services in Indonesia. As of December 31, 2007, we were the second-largest cellular operator in Indonesia as measured by number of
cellular subscribers. We provide MIDI services to Indonesian and regional corporate and retail customers as well as international long-distance services in
Indonesia.
Factors Affecting our Results of Operations and Financial Condition

Our results of operations and financial condition have been affected and will continue to be affected by a number of factors, including the following:
Cellular Subscriber Growth and Usage Patterns

Since the launch of our cellular services in Indonesia, we have recorded our cellular subscriber growth each year. Our cellular subscriber base has grown
from 14.5 million subscribers as of December 31, 2005 to 24.5 million as of December 31, 2007. Operating revenues from cellular services have grown from
Rp8,645.0 billion, representing 74.6% of our total operating revenues in 2005 to Rp12,752.5 billion, representing 77.3% of our total operating revenues in 2007.
This growth has been driven by continued growth in demand for cellular and other telecommunications services in Indonesia coupled with expansion of our
cellular network and capacity and our marketing efforts to attract new subscribers. The number and usage behavior of new cellular subscribers may vary from
quarter to quarter, depending in part on the pricing packages we offer during a particular quarter and those offered by our competitors.
Following the merger of Satelindo and IM3 into Indosat in 2003, we began a network integration process to combine these two networks using a common
cellular platform. As this network integration process involved a wide geographical area and equipment compatibility issues, some of our cellular subscribers
experienced periods of inconsistent cellular service quality during various stages of the integration, particularly in 2005 and in the Java region. As a result, we
were unable to launch marketing initiatives related to our cellular services on a nationwide basis until the first quarter of 2006. We believe these network
integration issues contributed significantly to our decrease of approximately 1.5 million cellular subscribers during the first quarter of 2006. We completed our
network integration during the first quarter of 2006 and we believe our cellular service quality has improved. After the network integration, we began launching
several nationwide marketing initiatives to attract new cellular subscribers, including Mentari “Freetalk” and IM3 “Raja SMS.” As a result of these initiatives, we
experienced increased SMS usage and voice traffic relative to the number of cellular subscribers in 2006 as compared to prior periods. As a result of these
programs, we also recorded a 46.9% increase in the number of cellular subscribers from 16.7 million as of December 31, 2006 to 24.5 million as of December 31,
2007. Although our cellular network quality has improved and several marketing initiatives have been launched in the first half of 2006, the effect of these events
on our financial condition continued into the second half of 2006 and 2007.
Our operating revenues from cellular services have grown at a slower rate than our cellular subscriber numbers primarily due to a combination of increased
penetration to lower-income subscribers, a decrease in our
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effective revenue per minute due to discount offers and extended local zones. Consistent with industry trends in other countries, as the market penetration for
cellular subscribers in Indonesia increases, the usage levels of new subscribers declines. Other factors have contributed to this trend, including increased usage of
SMS, rather than voice services, and the tariff packages we have offered to attract such new subscribers. Many new cellular subscribers are younger retail
subscribers who typically use SMS heavily, but generate less cellular voice traffic than our existing cellular subscribers. Such cellular subscribers typically have
higher price sensitivity and are more likely to switch telecommunications operators based on price and promotional factors.
Tariff Levels
Based on previous regulations, retail tariffs such as activation fees, monthly fees, per second usage tariffs for cellular services as well as for fixed
telecommunications and leased circuit services tariffs were regulated by the Government. The fixed telecommunications services tariff formulation is intended to
determine the ceiling price while cellular communication services tariff formulation is intended to determine the floor price. The Government uses a tariff
calculation formula to determine leased circuit services tariffs, which basically obligates all fixed telecommunications operators to implement tariff formulations
based on the actual and forecasted costs of providing the services.
The Indonesian Economy

We believe the growth in the Indonesian telecommunications industry has been driven in part by recent growth of the Indonesian economy, and that
demand for such services should continue, as the Indonesian economy continues to develop and modernize. Our performance and the quality and growth of our
customer base and service offerings are necessarily dependent on the health of the overall Indonesian economy.
Capital Expenditures
As we continue to expand the coverage, capacity and quality of our network in order to add subscribers, we will need to continue to make significant
capital expenditures. From the beginning of 2005 through 2007, we invested a total of Rp23,945.7 billion (US$2,545.2 million) in our various businesses. Under
our current capital expenditures program, we plan to invest at least US$1.2 billion in 2008 in capital expenditures for our various businesses. While we plan to
use internal resources and cash flow from operations to finance such planned capital expenditures, we also expect to explore opportunities to raise financing
through external sources. We face liquidity risk if certain events occur, including but not limited to, the Indonesian economy growing more slowly than expected,
our debt ratings being downgraded or our financial performance or financial ratios deteriorating.
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Overview of Operations
The following table sets forth certain segment information with respect to each of our principal products and services for the periods indicated:
Fixed
telecommun- Segment
Cellular ications MIDI Total
(Rp. in billions)
(1)
As of and for the year ended December 31, 2005:
Operating revenues 8,645.0 1,250.8 1,694.0 11,589.8
Operating income 2,639.5 615.1 397.3 3,651.9
Depreciation and amortization 2,431.4 214.2 434.6 3,080.2
Segment assets 28,303.3 1,149.0 3,269.1 32,721.4
Segment liabilities 19,857.5 904.5 960.8 21,722.8
Capital expenditures for segment assets 6,330.4 306.3 661.2 7,297.9
(1)
Segment assets 30,550.2 1,552.0 3,738.0 35,840.3
Segment liabilities 19,665.8 760.3 931.6 21,357.7
(1)
Segment assets 35,594.5 1,667.5 4,923.6 42,185.6
Segment liabilities 27,859.4 989.6 1,278.6 30,127.6
(1) Segment results and assets include items directly attributable to a segment as well as those results and assets that can be allocated on a reasonable basis. Interest income is not reported by
operating segment because cash and cash equivalents are aggregated and evaluated separately from business operations. Interest expense and income tax are also not reported by operating
segment because they are not considered in the performance evaluation by our management. Capital expenditures for segment assets represent the total cost incurred during the period to
acquire segment assets that are expected to be used for more than one year.
Operating Revenues
We generate operating revenues primarily by providing cellular, MIDI services and fixed telecommunications (principally international long-distance).
The following table sets forth the breakdown of our total operating revenues and the percentage contribution of each of our services to our total operating
revenues for each of the periods indicated:

2005 2006 2007
(Rp. in billions, except percentages)
Operating revenues:
Cellular 8,645.0 74.6% 9,227.5 75.4% 12,752.5 77.3%
MIDI 1,694.0 14.6 1,902.6 15.5 2,168.6 13.2
Fixed telecommunications 1,250.8 10.8 1,109.3 9.1 1,567.4 9.5
Total operating revenues 11,589.8 100.0% 12,239.4 100.0% 16,488.5 100.0%
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The principal drivers of our operating revenues for all of our services are subscriber numbers, usage levels and the rates for services. Usage levels for our
services are affected by several factors, including continued growth in demand for telecommunications services in Indonesia, the continued development of the
Indonesian economy and competition.
Cellular Services. We derive our cellular services operating revenues from charges for usage, value-added features, monthly subscription and connection
fees, as well as interconnection charges from other telecommunications providers.
The following table sets forth the components of our cellular services operating revenues for the periods indicated:

2005 2006 2007
(Rp. in billions)
Usage charges 4,794.1 5,317.9 6,542.9
Value-added features 2,815.2 3,022.7 4,185.3
Interconnection income 746.8 697.3 1,847.5
Connection fees 191.3 103.5 79.1
Monthly subscription charges 21.1 9.9 20.4
Others 76.5 76.2 77.3
Total cellular services operating revenues 8,645.0 9,227.5 12,752.5
A substantial proportion of our cellular subscribers are prepaid subscribers (approximately 97.5% as of December 31, 2007). We offer a variety of
value-added features to our prepaid subscribers, which have increased cellular services operating revenues from value-added features, in particular SMS and
value-added SMS, which allows access to a variety of information, such as politics, sports and business news. We have expanded the value-added features
available to prepaid subscribers, including ring-back tones, voice SMS, mobile office, voicemail, GPRS and MMS services. We anticipate SMS and other
value-added features will continue to increase as a proportion of our cellular services operating revenues as we continue to make available new value-added
features to our prepaid cellular subscribers. For instance, in 2007, we launched 3.5G wireless broadband services in Jakarta and Surabaya, which shows strong
subscriber growth and we plan to continue to expand these services to more cities in Indonesia.
The number of our cellular subscribers has increased from approximately 14,512,453 as of December 31, 2005 to approximately 16,704,639 and
24,545,422 cellular subscribers as of December 31, 2006 and 2007, respectively, representing a 46.9% increase from 2006 to 2007.
We recognize cellular revenues as follows:
• cellular services operating revenues arising from usage charges and roaming calls are recognized based on the duration of successful calls made
using our cellular network;
• for postpaid subscribers, monthly service fees are recognized at the time the service is provided;
• for prepaid customers, the activation component of cellular services operating revenues received from starter package sales is recognized upon
delivery to dealers or direct sales to cellular subscribers. Sales of initial and re-load vouchers are recorded as unearned revenues and recognized as
cellular services operating revenues upon activation or upon expiration of the airtime; and
• cellular services operating revenues from interconnection fees with operators (usage revenues) are recognized monthly on the basis of actual
recorded traffic for the month.
• cellular services operating revenues are presented on a gross based method before interconnection expenses and compensation to value-added
service providers.
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Historically, we earned net interconnection income from other operators. Starting January 2007, however, as a result of the new interconnection regime,
telecommunications operators in Indonesia have switched from a revenue sharing system to a system of cost-based interconnection rates between Indonesian
telecommunications operators. As a result of the new cost-based interconnection regime, we now report operating revenues on a gross basis rather than on a net
based method. Using a net based method, we recognize operating revenues net of interconnection expenses. On a gross basis, we recognize interconnection
income in operating revenue and interconnection expenses in operating expenses. Pursuant to the cost-based interconnection regime, operators providing SMS
will use the SKA (Sender keep All) mechanism.
MIDI Services. Our MIDI services operating revenues consist primarily of revenues from high-speed leased lines and frame relay services provided by us
and Lintasarta, digital data network services provided by Lintasarta, satellite services and Internet services provided by us, IMM and Lintasarta. Operating
revenues from MIDI services are comprised of fixed-cost charges for high-speed leased lines and satellite services, or a combination of fixed fees and volume
charges for other services. In most instances, a connection fee is charged when the service is installed or location of service is moved. Thereafter, a monthly fee is
assessed, together with applicable usage fees calculated according to bandwidth, volume, duration or type of plan. Revenue from leased line services is derived
from monthly fixed-cost charges based on the length of the line, the speed and bandwidth capability of the line, the type of line service provided, whether the
service site is local or international, and site installation charges.
A substantial portion of our MIDI services operating revenues are denominated in U.S. dollars and is thus affected by fluctuations in the Indonesian rupiah
to U.S. dollar exchange rate. Our MIDI services operating revenues have also been affected recently by a number of other factors, including competition from
local providers as well as unlicensed international providers, declining tariffs and a shift from leased lines to lower cost services, such as frame relay. We expect
such trends to continue but anticipate that the effects will be offset by increased volumes, including increased volumes due to the expansion of our domestic
market presence in MIDI services.
We record satellite revenues on a straight-line basis over the lease period for the transponder. Monthly rent for satellite transponder capacity is based
primarily on the leased capacity. We recognize installation service revenues upon the completion of the installation or connection of equipment used for network
connection purposes in the customers’ premises, while we recognize revenues from monthly service fees and other MIDI services as the services are rendered.
Fixed Telecommunications Services. Fixed telecommunications services include international long-distance and fixed wireless services, which we
introduced in 2004. International long-distance services, which are comprised of our “001” and “008” IDD services, “Flatcall 01016” as well as operator-assisted
and value-added services, represented 78.5% of our operating revenues from fixed telecommunications services in 2007 and fixed wireless and fixed line services
represented the balance.
International Long-distance Services. Our international long-distance services operating revenues have two primary sources, incoming call revenues and
outgoing call revenues. For most outgoing calls, tariffs are set pursuant to Ministerial Decree No. 74 / 1998, and we receive payments from domestic carriers,
including Telkom and other domestic fixed-line and cellular operators. Such payments are denominated and paid in Indonesian rupiah. For incoming calls, three
key factors typically determine our operating revenues: traffic volume, agreed pricing and currency fluctuations. We have negotiated volume commitments and
accounting rates with foreign telecommunications operators or have implemented a market termination rate-based pricing system, and received net settlement
payments from such carriers. Net settlement payments and accounting rates are generally denominated and paid in currencies other than the Indonesian rupiah,
principally the U.S. dollar; accordingly, incoming call revenues are affected by fluctuations in exchange rates between the Indonesian rupiah and other
currencies.
Although we are implementing measures intended to maintain IDD call volumes, we believe that increased competition from Telkom and VoIP providers
reduced IDD call volumes and international long-distance services
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operating revenues in 2007. We expect usage of VoIP services will continue to increase. To compete with Telkom and VoIP providers and to maximize the use
of our network capacity, we have aggressively sought negotiated volume commitments for incoming calls from certain foreign telecommunications operators,
resulting in increases in incoming call minutes.
Prior to 2006, we utilized revenue-sharing agreements to negotiate interconnection fees with certain cellular operators, and we recorded operating revenues
from such interconnections on a net based method, after interconnection expenses and after allocations to overseas international carriers. Our domestic
interconnection charges with Telkom are determined based on tariff guidelines established by the Government, and we record operating revenues for such
interconnections on a gross basis, before interconnection expenses, but after allocations to overseas international carriers. We account for tariff-based
interconnection expenses as operating expenses in the year incurred. In February 2006, the Government modified regulations related to interconnection tariffs
requiring such tariffs to be based on the cost incurred by the operator. As a result of this regulatory change, we adopted the new system of calculating
interconnection tariffs with other telecommunications operators in 2007.
Starting January 2007, telecommunications operators in Indonesia have switched from a revenue sharing system to a system of cost-based interconnection
rates between Indonesian telecommunications operators. As a result of the new cost-based interconnection regime, we now report operating revenues on a gross
basis as opposed to a net based method. Using a net based method, we recognize operating revenue net of interconnection expenses. On a gross basis, we
recognize interconnection income in operating revenue and interconnection expenses in operating expenses.
Fixed Wireless Services. As of December 31, 2007, we had 627,934 fixed wireless subscribers in 29 cities in Indonesia. We plan to expand our fixed
wireless services to several additional cities in order to create capacity for approximately four to five million fixed wireless subscribers by the end of 2008. As a
result, we expect fixed wireless services to become a more important source of fixed telecommunications services operating revenues in future periods.
Operating Expenses
As a result of the new interconnection regime, beginning in 2007, Indonesian telecommunications operators have switched from a revenue sharing system
to a system of cost-based interconnection rates between telecommunications operators. We now report interconnection expenses in operating expenses under cost
of services as a result of switching to the cost-based system of interconnection rates.
Our principal operating expenses include cost of services, depreciation and amortization, personnel costs, administrative and general expenses and
marketing.
Certain of our expenses are denominated in U.S. dollars or currencies other than the Indonesian rupiah. Such expenses may include those for international
interconnection settlements, certain maintenance agreements and consultancy fees.
Costs of Services. Costs of services expenses include interconnection expenses, maintenance, radio frequency licenses, the cost of SIM cards and pulse
reload vouchers, utilities, leased circuits, rents and concession fees. Interconnection expenses represent amounts paid to other operators for interconnection
services as well as other charges for leased infrastructure and bill processing services provided by Telkom. Fluctuations in such expenses generally coincide with
fluctuations in cellular traffic and international long-distance traffic. Maintenance expenses include maintenance of our fixed assets, including buildings,
submarine cables, telecommunications equipment, office equipment and vehicles. As we continue to expand the coverage and capacity of our cellular and other
networks, we expect that our maintenance expenses will increase. Radio frequency licenses include license fees which are calculated based on actual spectrum
usage. Leased circuit
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expenses include expenses related to our leases for satellite channels and submarine cables. Concession fees typically increase with higher cellular subscriber
numbers and usage levels as such fees are calculated as a percentage of operating revenues.
Depreciation and Amortization. We use the straight-line depreciation method for our property, facilities and equipment over their estimated useful lives,
commencing the month after such assets were placed into service and after taking into consideration their estimated residual value.
A significant portion of our depreciation expenses relate to our cellular services assets. As we continue to expand and enhance the coverage, capacity and
quality of our networks, we expect expenses for depreciation to increase.
Personnel. Personnel costs include salaries, incentives and other employee benefits, employee income tax, bonuses and outsourcing. Our personnel
expenses have increased in recent periods as a result of an increase in salaries and employee income taxes as well as compensation paid through our early
retirement program.
Administration and General. Administration and general expenses include rent, provision for doubtful accounts, professional fees, travel, utilities,
insurance of fixed assets, catering, training, education and research, office supplies and stationery, public relations communication and others.
Marketing. Marketing expenses include exhibition, promotion and advertisement expenses associated with our marketing programs.
Other Income (Expense)

The major components of our other income (expense) are interest income, gain or loss on foreign exchange—net, amortization of goodwill, financing cost,
loss on change in the fair value of derivatives—net. Foreign exchange gain or loss has typically been affected by the amount of non-Indonesian
rupiah-denominated debt outstanding, accounts receivable from overseas international carriers and the currency of our cash and cash equivalents. We currently
hedge a portion of our U.S. dollar-denominated obligations under Guaranteed Notes due 2010 and Guaranteed Notes due 2012. See “Item 11: Quantitative and
Qualitative Disclosure About Market Risk.”
Taxation
In accordance with Indonesian GAAP, current tax expense is provided based on the estimated taxable income for the year.
Deferred tax assets and liabilities are recognized for temporary differences between the financial and the tax bases of assets and liabilities at each reporting
date. Future tax benefits, such as the carry-forward of unused tax losses, are also recognized to the extent that such benefits are more likely than not to be
realized. The tax effects for the year are allocated to current operations, except for the tax effects from transactions which are directly charged or credited to
stockholders’ equity. Deferred tax assets and liabilities are measured at the tax rates that are expected to apply in the year when the asset is realized or the
liability is settled, based on tax rates and tax laws that have been enacted or substantively enacted as of the balance sheet date. Amendments to tax obligations are
recorded when an assessment is received or, if appealed, when the result of the appeal is determined. For each of the consolidated entities, the tax effects of
temporary differences and tax loss carry-over, which individually are either assets or liabilities, are shown at the applicable net amounts. Our deferred tax—net
has fluctuated over the years ended December 31, 2005, 2006 and 2007 principally as a result of differences between financial and tax reporting.
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Net Income
Our net income for the years ended December 31, 2005, 2006 and 2007 does not reflect the growth in operating revenues and operating income during
such periods, in part due to large fluctuations in several non-operating items, which have impacted our net income over such periods. Such non-operating items
include, among others, fluctuations in income tax deferred, gain or loss on foreign exchange—net, and gain or loss on change in the fair value of
derivatives—net.
Results of Operations
The following table sets forth line items from our 2005 and 2006 consolidated statements of income which have been reclassified to Operating
Expenses—Cost of Services to conform with the presentation of accounts in our 2007 consolidated statement of income:
Amounts
2005 2006 2007
(Rp. in billions)
Operating expenses—compensation to telecommunication carriers and service provider 408.4 369.7 1,708.0
Operating expenses—maintenance 614.6 585.2 765.6
Operating expenses—leased circuits 142.2 180.2 235.7
Operating expenses—other cost of services 1,461.7 1,569.1 2,070.6
The following table sets forth selected income statement data expressed as a percentage of total operating revenues for the periods indicated:

2005 2006 2007
Operating revenues:
Cellular 74.6% 75.4% 77.3%
MIDI 14.6 15.5 9.5
Fixed telecommunications 10.8 9.1 13.2
Total operating revenues 100.0% 100.0% 100%
Operating expenses:
Cost of services 22.7% 22.1% 29.0%
Depreciation and amortization 26.6 29.8 25.4
Personnel 10.9 11.0 9.7
Administration and general 5.2 5.4 4.3
Marketing 3.1 3.8 4.2
Total operating expenses 68.5 72.2 72.6
Operating income 31.5 27.8 27.4
Other expense—net (11.2) (11.2) (9.6)
Income before income tax 20.3 16.5 17.8
Income tax expense—net (6.0) (4.7) (5.2)
Net income 14.0% 11.5% 12.4%
2007 Compared to 2006

Operating Revenues
Total operating revenues increased from Rp12,239.4 billion in 2006 to Rp16,488.5 billion in 2007, or 34.7%, primarily as a result of growth in operating
revenues from cellular services. During 2007, operating revenues from cellular services increased by Rp3,525.0 billion, or 38.2%, from Rp9,227.5 billion in 2006
to Rp12,752.5 billion in 2007. Operating revenues from MIDI services increased by Rp266.0 billion, or 14.0%. Operating revenues from fixed
telecommunications services increased by Rp458.1 billion, or 41.3%, in each case compared to 2006.
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Using the net based method for recording interconnection revenues and expenses, 2007 operating revenue would have increased by Rp2,867.7 billion, or
23.4%, from Rp12,239.4 billion in 2006 to Rp15,107.1 billion in 2007, and revenue from cellular services would have increased by Rp2,517.3 billion, or 27.3%,
from Rp9,227.5 billion in 2006 to Rp11,744.9 billion in 2007. Operating revenue from fixed telecommunication would have increased by Rp84.4 billion, or
7.6%, from Rp1,109.3 billion in 2006 to Rp1,193.7 billion in 2007.
Cellular Services. In 2007, we recorded cellular services operating revenues of Rp12,752.5 billion, an increase of 38.2% from Rp9,227.5 billion in 2006.
As a result, operating revenues from cellular services represented 77.3% of our total operating revenues for 2007, compared to 75.4% for 2006. Such growth was
lower than our 46.9% increase in cellular subscribers from 2006 to 2007 primarily due to a combination of increased penetration to lower-income subscribers, a
decrease in our effective revenue per minute due to discounts and bonuses such as tariff packages we offered and extended local zones. Other factors have
contributed to this trend, including increased usage of SMS, rather than voice services. Many new cellular subscribers are younger retail subscribers who
typically use SMS heavily, but generate less cellular voice traffic than our existing cellular subscribers.
Usage charges increased by Rp1,225.1 billion, or 23.0%, from 2006, and represented 51.3% of our total cellular services operating revenues. This increase
in usage was primarily due to expansion of our cellular subscriber base and aggressive marketing efforts to attract new subscribers.
In 2007, cellular services operating revenues generated by value-added features increased by Rp1,162.6 billion, or 38.5%, compared to 2006 primarily due
to increased usage of SMS and value-added services. The contribution of value-added features to cellular services operating revenues remained stable at around
32.8% in 2006 and 2007.
MIDI Services. In 2007, operating revenues from MIDI services increased by 14.0% from Rp1,902.6 billion in 2006 to Rp2,168.6 billion in 2007 primarily
due to increased Internet, IP VPN and leased lines, resulting from increased domestic demand for such services. Internet operating revenues represented the
largest component of MIDI services operating revenue, which increased by Rp148.0 billion. Growth in Internet services was driven by increasing ISP and
Internet protocol-based services. Operating revenues from IP VPN increased by Rp152.3 billion primarily due to higher capacity and more dedicated circuits
being leased by wholesale customers.
Fixed Telecommunications Services. Fixed telecommunications services operating revenues increased by 41.3% to Rp1,567.4 billion in 2007 from
Rp1,109.3 billion in 2006. Operating revenues from international calls and fixed wireless services represented 78.5% and 14.0%, respectively, of fixed
telecommunications services operating revenues. The remaining 7.5% of fixed telecommunications services operating revenues in 2007 was generated by fixed
line and other services. Revenues from international calls increased from Rp857.7 billion in 2006 to Rp1,230.2 billion in 2007 due to increases in incoming call
revenue, although our outgoing call revenue decreased due to competition with other operators such as Telkom. However, the total volume of international calls
from our “001” and “008” gateways increased by 35.2% from 1,134.3 million minutes in 2006 to 1,533.5 million minutes in 2007. Total incoming traffic
increased by 26.1% from 980.5 million minutes in 2006 to 1,236.6 million minutes in 2007, primarily due to pricing and volume commitments with several
foreign telecommunications operators. Outgoing traffic increased by 93.0% from 153.8 million minutes in 2006 to 296.9 million minutes in 2007 primarily due
to increased user traffic from “Flatcall 01016.” Outgoing traffic from non-Indosat access decreased due to competition from other domestic telecommunications
operators as well as from VoIP providers.
While our operating revenues from Flatcall 01016, which charges a lower tariff per minute, have been increasing, such increases have been unable to
compensate for lower operating revenues generated by international long-distance services. Operating revenues from fixed wireless services increased from
Rp149.9 billion in 2006 to Rp218.7 billion in 2007 primarily due to an increase in our fixed wireless subscriber base.
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Operating Expenses
Operating expenses increased by Rp3,128.1 billion, or 35.4%, from Rp8,840.7 billion in 2006 to Rp11,968.9 billion in 2007 primarily due to increased
operating expenses for costs of services, depreciation and amortization, personnel expenses, administration and general expenses and marketing expenses.
Cost of services expenses increased by Rp2,075.7 billion, or 76.8%, from Rp2,704.2 billion in 2006 to Rp4,779.9 billion in 2007 primarily due to an
increase in interconnection expenses due to a change in reporting format, increased in maintenance expenses as a result of additional fixed assets and expenses
related to Government levies such as radio frequency fees, the annual 3G license payment, USO and concession fees. Such increases resulted from an expanded
number of cellular base stations and cellular services operating revenues in 2007. Leased circuit expenses increased due to network expansion for cellular and
MIDI services. In contrast, the cost of SIM cards decreased due to decreases in SIM card costs per unit.
Depreciation and amortization expenses increased by 14.8% from Rp3,653.3 billion in 2006 to Rp4,195.2 billion in 2007 primarily due to the continued
deployment of new cellular equipment. Typically, we experience several months time lag between when we make a certain capital expenditure and when we
begin to depreciate the assets related to such capital expenditure.
Personnel costs increased by Rp244.3 billion, or 18.1%, from Rp1,350.5 billion in 2006 to Rp1,594.8 billion in 2007, primarily due to an upward salary
adjustment for our employees as a result of inflation pressures on our employees and bonuses issued in appreciation of good performance.
Administration and general expenses increased by Rp42.2 billion, or 6.4%, from Rp663.9 billion in 2006 to Rp706.1 billion in 2007 primarily due to an
increase in accounting fees. In addition, we experienced an increase in utilities expenses resulting from the expansion of our business.
Marketing expenses increased by Rp224.0 billion, or 47.8%, from Rp468.9 billion in 2006 to Rp692.9 billion in 2007 primarily due to increased marketing
expenses associated with our aggressive marketing campaign to attract additional cellular subscribers and to enhance the value of our brands.
Operating Income
As a result of the above factors, operating income increased by Rp1,120.9 billion or 33.0% from Rp3,398.7 billion in 2006 to Rp4,519.6 billion in 2007.
Other Expenses—Net
Other expenses—net increased by Rp214.2 billion, or 15.6%, from Rp1,375.8 billion in 2006 to Rp1,590.0 billion in 2007, primarily due to an increase in
financing costs and other expenses.
We recorded financing costs of Rp1,428.6 billion in 2007 compared to expenses of Rp1,248.9 billion in 2006, representing a 14.0% increase compared to
2006, principally resulting from our issuance of the Fifth Indosat Bonds and new loan facilities from BCA, Mandiri and Goldman Sachs, which, notwithstanding
the repayment amount of our Second Indosat Bonds, Indosat Mudharabah Syar’iah Bonds and Investment Credit Facility III, resulted in an increase in our debts
outstanding during 2007. However, these new debts have lower interest rates than the debts we repaid in 2007.
We recorded a gain on change in fair value of derivatives-net of Rp68.0 billion in 2007 compared to a loss on change in fair value of derivative-net
Rp438.8 billion in 2006, as a result of depreciation of the Indonesian rupiah against the U.S. dollar. However, the gain on change in fair value of derivatives-net
was offset by a loss on foreign exchange—net of Rp155.3 billion in 2007 which resulted in a moderate decrease in our other expenses—net from the fluctuation
of Indonesian rupiah.
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We booked other expenses-net of Rp80.0 billion in 2007 and other income-net of Rp21.2 billion in 2006, due to tax expense and interconnection
adjustments.
Taxation
We recorded income tax expense—net of Rp576.1 billion in 2006 compared to Rp859.5 billion in 2007. Current income tax expenses represented 9.9% of
income before income tax in 2006 and 22.6% in 2007. The increase in current income tax expense—net was primarily due to an increase in income before tax as
a result of growth in operating revenues being higher than the growth in operating expenses. We recorded income tax expense deferred of Rp376.5 billion in
2006 compared to Rp198.8 billion in 2007 primarily due to the effect of temporary difference on depreciation, write-offs of accounts receivable and adjustment
arising from our tax audit.
Net Income
Our net income increased by Rp632.0 billion, or 44.8%, from Rp1,410.1 billion in 2006 to Rp2,042.0 billion in 2007 due to the foregoing factors.
2006 Compared to 2005

Operating Revenues
Total operating revenues increased from Rp11,589.8 billion in 2005 to Rp12,239.4 billion in 2006, or 5.6%, primarily as a result of growth in operating
revenues from cellular services. During 2006, operating revenues from cellular services increased 6.7% from Rp8,645.0 billion in 2005 to Rp9,227.5 billion in
2006. In 2006, operating revenues from MIDI services increased by Rp208.6 billion, or 12.3%, while operating revenues from fixed telecommunications services
decreased by Rp141.5 billion, or 11.3%, in each case compared to 2005. As a result, operating revenues from cellular services represented 75.4% of our total
operating revenues for 2006, compared to 74.6% for 2005.
Cellular Services. In 2006, we recorded cellular services operating revenues of Rp9,227.5 billion, an increase of 6.7% from Rp8,645.0 billion in 2005.
Such growth was lower than our 15.1% increase in cellular subscribers from 2005 to 2006 primarily due to increased penetration in the lower-income cellular
subscriber market through discount offers and simplified zones, each of which decreased our effective revenue per minute. Some of our cellular subscribers
experienced inconsistent cellular service quality as a result of our network integration in 2005 and our network optimization in the first quarter of 2006. As a
result, our customers experienced periodic difficulties completing cellular voice calls, thereby limiting the growth of our cellular services operating revenues.
Usage charges increased by Rp523.8 billion, or 10.9%, from 2005, and represented 57.6% of our total cellular services operating revenues. This increase in
usage was primarily due to the expansion of our cellular subscriber base and aggressive marketing efforts to add new subscribers.
In 2006, cellular services operating revenues generated by value-added features increased by Rp207.5 billion, or 7.4%, compared to 2005 primarily due to
increased usage of SMS and VAS services. The contribution of value-added features to cellular services operating revenues remained stable from 32.6% in 2005
to 32.8% in 2006.
MIDI Services. In 2006, operating revenues from MIDI services increased by 12.3% from Rp1,694.0 billion in 2005 to Rp1,902.6 billion in 2006 primarily
due to increased IP VPN, Internet and leased lines operating revenues resulting from increased domestic demand for such services. IP VPN operating revenues
represented the largest component of MIDI services operating revenues. Growth in Internet services was driven by increasing ISP and Internet protocol-based
services, such as IP VPN. In 2006, MIDI services operating revenues from IP VPN increased by Rp198.7 billion primarily due to higher capacity and more
dedicated circuits being leased by wholesale customers.
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Fixed Telecommunications Services. Fixed telecommunications services operating revenues decreased by 11.3% to Rp1,109.3 billion in 2006 from
Rp1,250.8 billion in 2005. Operating revenues from international calls and fixed wireless services represented 77.3% and 13.5%, respectively, of fixed
telecommunications services operating revenues. The remaining 9.2% of fixed telecommunications services operating revenues in 2006 was generated by fixed
line and other services. Revenues from international calls decreased from Rp1,085.1 billion in 2005 to Rp857.7 billion in 2006 due to competition with other
operators such as Telkom. However, the total volume of international calls from our “001” and “008” gateways increased by 17.6% from 964.7 million minutes
in 2005 to 1,134.3 million minutes in 2006. Total incoming traffic increased by 21.3% from 808.0 million minutes in 2005 to 980.5 million minutes in 2006,
primarily due to pricing and volume commitments with several foreign telecommunications operators. Outgoing traffic decreased by 1.8% from 156.6 million
minutes in 2005 to 153.8 million minutes in 2006 primarily due to increased competition from other domestic telecommunications operators as well as
competition from VoIP providers.
While our operating revenues from “Flatcall 01016,” which charges a lower tariff per minute, have been increasing, such increases have been unable to
compensate for lower operating revenues generated by international long-distance services. Operating revenues from fixed wireless services increased from
Rp86.2 billion in 2005 to Rp149.9 billion in 2006 primarily due to an increase in our fixed wireless subscriber base.
Operating Expenses
Operating expenses increased by Rp902.9 billion, or 11.4%, from Rp7,937.9 billion in 2005 to Rp8,840.7 billion in 2006 primarily due to increased
operating expenses for depreciation and amortization, personnel, administration and general, leased circuits, marketing and other costs of services, which was
partially offset by a decrease in maintenance and compensation to telecommunication carriers and service providers.
Depreciation and amortization expenses increased by 18.6% from Rp3,080.2 billion in 2005 to Rp3,653.3 billion in 2006 primarily due to the continued
deployment of new cellular equipment in late 2004 and 2005. Typically, we experience a time lag that can last several months between when we make a certain
capital expenditure and when we begin to depreciate the assets related to such capital expenditure.
Personnel costs increased by Rp85.5 billion, or 6.8%, from Rp1,264.7 billion in 2005 to Rp1,350.5 billion in 2006, primarily due to an upward salary
adjustment for our employees following the removal of an oil subsidy by the Government, which increased inflationary pressures on our employees as well as
increasing the likelihood that certain employees would elect early retirement.
Administration and general expenses increased by Rp57.9 billion, or 9.6%, from Rp606.0 billion in 2005 to Rp663.9 billion in 2006 primarily due to an
increase in professional fees to pay for additional auditor work to perform quarterly limited review in 2006 and for compliance assistance in connection with the
Sarbanes—Oxley Act of 2002. In addition, we experienced an increase in rental expenses, especially for vehicles and office space, and increased utilities
expenses resulting from the expansion of our business.
Maintenance expenses decreased by Rp29.4 billion, or 4.8%, from Rp614.6 billion in 2005 to Rp585.2 billion in 2006 primarily due to reductions in the
maintenance contract price of cellular assets.
Marketing expenses increased by Rp108.9 billion, or 30.2%, from Rp360.0 billion in 2005 to Rp468.9 billion in 2006 primarily due to increased marketing
expenses associated with our aggressive marketing campaign to attract additional cellular subscribers and to enhance the value of our brands.
Compensation to telecommunications carriers and service providers, which relates primarily to international long-distance services, decreased from
Rp408.4 billion in 2005 to Rp369.7 billion in 2006, representing a 9.5% decrease. This decrease was achieved through initiatives to direct traffic over our
network by interconnection with the PSTN or another network at the most cost-effective point when carrying a long-distance call. In
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addition, such expenses reduced as we experienced a decrease in outgoing long-distance traffic volumes due primarily to increased competition from other
domestic telecommunications operators and continued competition from VoIP providers.
Leased circuits expenses increased by Rp38.0 billion, or 26.7%, from Rp142.2 billion in 2005 to Rp180.2 billion in 2006 primarily due to increased
domestic and international demand for our MIDI services, including increased demand for leased lines and broadband Internet capacity.
Other cost of services expenses increased by Rp107.4 billion, or 7.3%, from Rp1,461.7 billion in 2005 to Rp1,569.1 billion in 2006 primarily due to an
increase in expenses related to Government levies such as radio frequency fees, including the annual 3G license payment, USO and concession fees. Such
increases resulted from an expanded number of cellular base stations and cellular services operating revenues in 2005.
Operating Income
As a result of the above factors, operating income decreased by Rp253.2 billion or 6.9% from Rp3,651.9 billion in 2005 to Rp3,398.7 billion in 2006.
Other Expenses—Net
Other expenses—net increased by Rp76.6 billion, or 5.9%, from Rp1,299.2 billion in 2005 to Rp1,375.8 billion in 2006, primarily due to a loss on change
in fair value of derivatives as a result of appreciation of the Indonesian rupiah against the U.S. dollar. However, the loss on change in fair value of derivatives
was offset by a gain on foreign exchange—net, resulting in a moderate increase in our other expenses—net.
We recorded financing costs of Rp1,248.9 billion in 2006 compared to an expenses of Rp1,264.8 billion in 2005, representing a 1.3% decrease compared
to 2005, principally as a result of repayment of the First Indosat Bonds in April 2006.
We recorded a loss on change in fair value of derivatives—net of Rp438.8 billion in 2006 compared to Rp44.2 billion in 2005, representing an increase of
892.5% compared to 2005. The Rp438.8 billion loss in 2006 related to a loss on the change in fair value primarily due to appreciation of the Indonesian rupiah
against the U.S. dollar and a greater number of derivative swap contracts. See “Item 11: Quantitative and Qualitative Disclosure About Market Risk—Foreign
Currency and Interest Rate Swap Contracts.”
Taxation
We recorded income tax expense—net of Rp697.9 billion in 2005 compared to Rp576.1 billion in 2006. Current income tax expenses represented 14.1%
of income before income tax in 2005 and 9.9% in 2006. The decrease in current income tax expense—net was primarily due to income before tax as a result of
growth in operating revenues being lower than the growth in operating expenses, as well as the continued increase in other expenses. We recorded income tax
expense deferred of Rp366.4 billion in 2005 compared to Rp376.5 billion in 2006 primarily due to the increase in the effect of temporary difference on
depreciation, compensation expense for ESOP, write-offs of accounts receivable and adjustments arising from the tax audit.
Net Income
Our net income decreased by Rp213.4 billion, or 13.1%, from Rp1,623.5 billion in 2005 to Rp1,410.1 billion in 2006 due to the foregoing factors.
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B. LIQUIDITY AND CAPITAL RESOURCES
Our liquidity requirements have historically arisen from the need to finance investments and capital expenditures related to the expansion of our
telecommunications business. Our telecommunications business requires substantial capital to construct and expand mobile and data network infrastructure and
to fund operations, particularly during the network development stage. Although we have substantial existing network infrastructure, we expect to incur
additional capital expenditures primarily in order to focus cellular network development in areas we anticipate will be high-growth areas, as well as to enhance
the quality and coverage of our existing network.
We believe our current cash and cash equivalents, cash flow from operations and available sources of financing will be sufficient to meet our anticipated
cash needs, including our cash needs for working capital and planned capital expenditures, for the foreseeable future. Nonetheless, if global or Indonesian
economic conditions worsen, competition or product substitution accelerates beyond current expectations or the value of the Indonesian rupiah depreciates
significantly against the U.S. dollar, our net cash flow from operating activities may decrease and the amount of required capital expenditures in Indonesian
rupiah terms may increase, any of which may negatively impact our liquidity.
Cash Flows
The following table sets forth certain information regarding our historical cash flows:
For the years ended December 31,

2005 2006 2007
(Rp. in billions)
Net cash flows:
Provided by operating activities 5,316.0 5,669.6 8,273.9
Used in investing activities (6,635.0) (6,331.0) (7,290.4)
Provided by (used in) financing activities 2,063.4 (1,248.7) 4,236.9
Net Cash Provided by Operating Activities

Net cash provided by operating activities amounted to Rp5,316.0 billion, Rp5,669.6 billion and Rp8,273.9 billion for 2005, 2006 and 2007, respectively. In
2005, our net cash provided by operating activities included a tax refund of Rp176.4 billion. In 2006, net cash provided by operating activities increased
primarily due to increased cellular services operating revenue and a net gain from the settlement of currency forward contracts. In 2007, net cash provided by
operating activities increased primarily due to an increase in operating revenue of Rp4,249.1 billion driven by growth in cellular services, MIDI and fixed
telecommunication services, although such increase was partially offset by an increase in interconnection costs of approximately Rp1,333.9 billion.
Net Cash Used in Investing Activities

Net cash used in investing activities amounted to Rp6,635.0 billion, Rp6,331.0 billion, and Rp7,290.4 billion for 2005, 2006 and 2007, respectively. Net
cash used in investing activities for 2005, 2006 and 2007 has been driven primarily by significant acquisitions of property and equipment, totaling Rp6,771.9
billion, Rp6,054.0 billion, and Rp6,933.6 billion, respectively, as we expanded our network coverage and capacity. The property and equipment purchased
primarily included telecommunications peripherals, office equipment, FWA technical equipment, cellular technical equipment and building and leasehold
improvements.
Net Cash Provided by (Used in) Financing Activities

Net cash provided by financing activities amounted to Rp2,063.4 billion and Rp4,237.0 billion in 2005 and 2007, respectively, while net cash used in
financing activities in 2006 amounted to Rp1,248.7 billion. Net cash provided by financing activities in 2005 related primarily to proceeds from the issuance of
the Fourth Indosat
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Bonds, the Indosat Syari’ah Ijarah Bonds and the Guaranteed Notes due 2012. Net cash used in financing activities in 2006 related primarily to the repayment of
bonds payable totaling Rp956.6 billion and a cash dividend paid of Rp809.0 billion. In 2006, we also received proceeds from long-term loans and from the
exercise of ESOP Phase I and II amounting to Rp357.4 billion and Rp287.9 billion, respectively. Net cash provided by financing activities in 2007 related
primarily to proceeds from (i) the issuance of the Fifth Indosat Bonds and our Indosat Sukuk Ijarah Bond II, amounting to Rp3,000.0 billion and (ii) loans from
Goldman Sachs International, BCA and Bank Mandiri, amounting to Rp4,450.9 billion, which were partially offset by repayment of bonds payable totaling
Rp1,050 billion and loans payable totaling Rp1,377.7 billion.
Debt
As of December 31, 2007, we had outstanding borrowings of Rp16,692.1 billion comprised of:
• loans payable (net of unamortized issuance cost and current maturities) of Rp4,249.0 billion;
• bonds payable (net of unamortized issuance cost, unamortized discount and current maturities) of Rp10,088.7 billion;
• current maturities of loans payable of Rp494.4 billion; and
• current maturities of bonds payable of Rp1,860.0 billion.
The increase in loans payable (net of unamortized issuance cost and current maturities) to Rp4,249.0 billion as of December 31, 2007 from Rp1,504.7
billion as of December 31, 2006 was primarily due to (i) loan proceeds from Goldman Sachs International amounting to Rp434.3 billion and loans from BCA and
Bank Mandiri totalling Rp4,000.0 billion and (ii) repayment of Syndicated Loan Facility II amounting to Rp1,250.0 billion and our Second Indosat Bonds Series
A and C and our Indosat Mudharabah Syar’iah Bonds totaling Rp1,050.0 billion.
The increase in bonds payable (net of unamortized issuance cost, unamortized discount and current maturities) to Rp10,088.7 billion as of December 31,
2007 from Rp8,734.0 billion as of December 31, 2006 was primarily due to the issuance of our Fifth Indosat Bonds and our Indosat Sukuk Ijarah Bond II
amounting to Rp2,600.0 billion and Rp400.0 billion, respectively. Our debt to equity ratio increased from 75.1% as of December 31, 2006 to 100.9% as of
December 31, 2007. Existing debt agreements contain, among other things, certain restrictive covenants, including debt service coverage ratios, limitations on
total debt and restrictions on liens, sale of assets and merger activities. See “Item 4: Information on the Company—Principal Indebtedness.”
From time to time, we may repurchase a portion of our debt securities through open-market transactions based on general market conditions. On
September 12 and 13, 2005, we repurchased a portion of Series A of the First Indosat Bonds in the principal amount of Rp48.5 billion at a price equal to
101.175% of the principal amount repurchased and additional unpaid interest of Rp50.6 billion.
Dividend Policy
Our shareholders determine dividend payouts in the Annual General Meeting of Shareholders pursuant to recommendations from our Board of Directors.
At our 2005, 2006 and 2007 Annual General Meetings of Shareholders, our shareholders declared final cash dividends amounting to 50% of our net income for
each of the years ended December 31, 2004, 2005 and 2006, respectively. We intend to maintain a dividend policy ranging from 30% to 50% of net income.
Capital Resources
Although we believe our internal resources and cash flow from operations will be used, in part, to finance our capital expenditures plan, we expect to
explore opportunities to obtain financing from external means. We
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face liquidity risks if certain events occur, including but not limited to, the Indonesian economy growing more slowly than expected, our debt ratings being
downgraded or our financial performance or financial ratios deteriorating.
In the event we cannot finance our planned capital expenditures with internally generated cash flows, we may seek other external sources of funding. Our
ability to raise additional debt financing will be subject to certain covenants in our existing indebtedness. We cannot assure you that we will be able to obtain
suitable financing arrangements (including vendor or other third-party financing) for our planned capital expenditures. In the event that we are unable to find
such additional external funding sources, we may elect to reduce our planned capital expenditures. Such reduction in capital expenditures may have an adverse
effect on our operating performance and our financial condition.
Capital Expenditures
Historical Capital Expenditures
From the beginning of 2005 through 2007, we invested a total of Rp23,945.7 billion (US$2,545.2 million) in our various businesses. With these funds, we
primarily purchased equipment and services from foreign suppliers in connection with the development of our cellular network. We invested Rp9,726.4 billion
(US$1,035.5 million) during the year ended December 31, 2007, with such investment predominantly focused on expanding our cellular network by increasing
our number of base stations and BTS sites to increase network coverage and capacity. We expect our capital expenditures to be significant in 2008, as we attempt
to enhance the capacity, coverage and quality of our existing cellular network and to satisfy demand-driven cellular network expansion into targeted areas with
higher population density and cellular subscriber potential.
Capital Expenditures for 2008

Under our capital expenditure program, we plan to invest approximately US$1.2 billion in 2008 in capital expenditures for our various businesses.
We intend to allocate our capital expenditures for 2008 as follows:
• Cellular network investment: We plan to apply a large majority of our capital expenditures to finance the continued enhancement and expansion of
the capacity and coverage of our cellular network.
• Palapa-D satellite investment: We plan to apply approximately US$200 million of our capital expenditures to finance the purchase and construction
of our new Palapa-D satellite, which will replace our Palapa-C2 satellite.
• Other investment: We plan to invest the remainder of our capital expenditures budget over the next two years in non-cellular network areas,
including the fixed-access network, as we increase network access for our corporate customers and continue to provide them with voice,
long-distance and MIDI services and make improvements to our backbone.
The foregoing amounts represent our budgeted investment plans; actual expenditures on a cash basis will vary depending on several factors, including the
method of financing and timing of completion of delivery of equipment and services purchased. Historically, expenditure on a cash basis trails budgeted expense
by approximately 20% of our budget.
The foregoing capital expenditure plan is based on our understanding of current market and regulatory conditions, and we may amend our plans in
response to changes in such conditions. In particular, depending on the regulatory framework for other wireless services, we may decide to increase our
investment in fixed wireless networks and services, either through increased capital expenditures, reallocation of our existing planned expenditures, through
revenue-sharing schemes or a combination of the foregoing. Revenue-sharing schemes would include partnerships with private investors under which such
investors would finance construction of a project in exchange for revenues from the project, similar to a build-operate-transfer structure.
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Critical Accounting Policies
Our consolidated financial statements have been prepared in accordance with Indonesian GAAP. The preparation of these financial statements requires
management to make estimates and assumptions that affect the reported amounts of assets and liabilities as well as the disclosure of contingent assets and
liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Management bases its estimates
and assumptions on historical experience and other factors that are believed to be reasonable under the circumstances. We continually evaluate such estimates
and assumptions. Actual results could differ from those estimates under different assumptions or actual conditions. We believe that, of our significant accounting
policies, the following may involve a higher degree of judgment or complexity.
Goodwill
At the time we acquire a subsidiary which is not an entity under common control, any excess of the acquisition cost over our interest in the fair value of the
subsidiary’s identifiable assets, net of liabilities, as of the acquisition date is recognized as goodwill. Goodwill is amortized using the straight-line method over
15 years.
Allowance for Doubtful Accounts

Our allowance for doubtful accounts is made based upon our management’s evaluation of the collectibility of our accounts receivable as of December 31
of each year.
Estimated Useful Lives and Impairment of Property and Equipment

We estimate the useful lives of property and equipment to determine the amount of depreciation expense to be recorded during each reporting period.
Useful lives are estimated at the time the asset is acquired and are based on historical experience with similar assets, taking into account anticipated technological
or other changes. If technological changes occur more rapidly than anticipated or in a different form than anticipated, the useful lives assigned to these assets may
need to be shortened, resulting in the recognition of increased depreciation expense in future periods. Alternatively, these types of technological changes could
result in the recognition of an impairment charge to reflect the write-down in value of the asset.
Pension Plan and Employee Benefits

Pension costs under our defined benefit pension plans are determined by periodic actuarial calculation using the projected-unit-credit method and applying
the assumptions on discount rate, expected return on plan assets and annual rate of increase in compensation. Prior service cost is recognized over the estimated
average remaining service periods of the employees. We follow SAK 24 (Revised 2004), “Employee Benefits,” which regulates the accounting and disclosure for
both short-term (including paid annual leave and paid sick leave) and long-term (including long-service leave and post-employment medical benefits) employee
benefits.
Income Tax
Current tax expense is provided based on the estimated taxable income for the year. Deferred tax assets and liabilities are recognized for temporary
differences between the financial and the tax bases of assets and liabilities at each reporting date. Future tax benefits, such as the carry-forward of unused tax
losses, are also recognized to the extent that such benefits are more likely than not to be realized. The tax effects for the year are allocated to current operations,
except for the tax effects from transactions which are directly charged or credited to stockholders’ equity.
Deferred tax assets and liabilities are measured at the tax rates that are expected to apply in the year when the asset is realized or the liability is settled,
based on tax rates and tax laws that have been enacted or substantively enacted at the balance sheet date. Amendment to tax obligations is recorded when an
assessment is
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received or, if appealed, when the result of the appeal is determined. For each of the consolidated entities, the tax effects of temporary differences and tax loss
carry-over, which individually are either assets or liabilities, are shown at the applicable net amounts.
Summary of Significant Differences between Indonesian GAAP and U.S. GAAP

Our audited consolidated financial statements have been prepared in accordance with Indonesian GAAP, which differs in certain material respects from
U.S. GAAP. Given the number and nature of differences between U.S. GAAP and Indonesian GAAP, users of Indonesian GAAP financial statements should
never assume that they are at all comparable to financial statements prepared in accordance with U.S. GAAP. A description of these differences between
Indonesian GAAP and U.S. GAAP is summarized below.
This presentation should not be taken as inclusive of all Indonesian GAAP to U.S. GAAP comparison differences. Additionally, no attempt has been made
herein to identify all disclosure, presentation or classification differences that would affect the manner in which events and transactions are presented in the
financial statements or notes thereto. Further, no attempt has been made to identify future differences between Indonesian GAAP and U.S. GAAP as a result of
prescribed changes to accounting standards. Regulatory bodies that promulgate Indonesian GAAP and U.S. GAAP have significant projects ongoing that could
affect future comparisons, such as this one.
Interest Capitalizable to Properties under Construction and Installation

Under Indonesian GAAP, one of the criteria for capitalizing interest cost to a qualifying asset (i.e., properties under construction and installation) is that
the interest should be attributable to the qualifying asset. The capitalization of a parent company’s interest expense related to a subsidiary’s asset is not allowed
under Indonesian GAAP. We did not capitalize the interest incurred on our debt, the proceeds of which were not used to acquire qualifying assets.
Under U.S. GAAP, Statement of Financial Accounting Standards (“SFAS”) No. 34, “Capitalization of Interest Cost,” does not specify that interest cost be
attributable to the qualifying assets; therefore, the capitalizable interest includes interest costs incurred on general and specific borrowings.
Furthermore, U.S. GAAP requires capitalization of a parent company’s interest expense for all qualifying expenditures. The difference between the
amount of interest capitalized under Indonesian GAAP and U.S. GAAP results in additional depreciation expense recognized under U.S. GAAP. As a result of
this difference, excluding the depreciation difference resulting from interest capitalization, for the years ended December 31, 2005, 2006 and 2007, our net
income would be Rp258.9 billion, Rp326.3 billion and Rp488.2 billion higher under U.S. GAAP, respectively.
Goodwill
Under Indonesian GAAP, goodwill is amortized using the straight-line method over the useful life of the goodwill. Under U.S. GAAP, goodwill is not
amortized but is subject to impairment test under SFAS No. 142, “Goodwill and Other Intangible Assets.” As a result of this difference, our net income for each
of the years ended December 31, 2005, 2006 and 2007 would be Rp226.3 billion higher under U.S. GAAP, respectively.
Revenue Recognition
Under Indonesian GAAP, revenue from service connection is recognized as income at the time the connection takes place (for postpaid service) or at the
time of delivery of starter packs to distributors, dealers or customers (for prepaid service). Under U.S. GAAP, in accordance with SEC Staff Accounting Bulletin
(“SAB”) No. 104, “Revenue Recognition,” revenue from service connection should be deferred and recognized over the
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expected term of the customer relationship. As a result of this difference, for the years ended December 31, 2005, 2006 and 2007, our net income would be
Rp54.1 billion, Rp43.6 billion and Rp10.8 billion higher under U.S. GAAP, respectively.
Capitalization of Foreign Exchange Losses—Net of Gain

Under Indonesian GAAP, foreign exchange losses—net of foreign exchange gain on borrowings used to finance construction of a qualifying asset should
be capitalized. Capitalization of net foreign exchange losses ceases when the construction is substantially completed and the constructed asset is ready for its
intended use.
Under U.S. GAAP, foreign exchange gain or loss should be credited or charged to current operations as incurred. The net foreign exchange losses
capitalized and the related depreciation expense under Indonesian GAAP should be reversed for U.S. GAAP purposes. As a result of this difference and
excluding depreciation differences resulting from the capitalization of foreign exchange losses, for the year ended December 31, 2006, our net income would be
Rp33.2 billion lower under U.S. GAAP. There was no capitalization of net foreign exchange loss for the year ended December 31, 2005 and 2007.
Landrights
In Indonesia, except for ownership rights (“Hak Milik”) granted to individuals, the title to land rests with the State under the Basic Agrarian Law No. 5 of
1960. Land use is accomplished through landrights, whereby the holder of the rights enjoys the full use of the land for a stated period of time, subject to
extensions. We expect that the landrights will be renewed at nominal costs in the foreseeable future. In most instances, the landrights are freely tradable.
Additionally, they may be pledged as security under borrowing agreements. The predominant practice is to capitalize the costs of acquired landrights and to not
amortize these costs.
Under Indonesian GAAP, expenses associated with the acquisition of the Government permit to use the land, including notary fees and taxes, should be
amortized over the period of the right to use the land obtained from the Government which, in our case, is an initial period ranging from approximately 20 to 30
years. Under U.S. GAAP, the costs to acquire the landrights are amortized over the period of the right to use the land obtained from the Government which
ranges from 20 to 30 years. As a result of this difference, for the years ended December 31, 2005, 2006 and 2007, our net income would be Rp10.9 billion,
Rp12.4 billion and Rp14.6 billion lower under U.S. GAAP, respectively.
Pension Plan
Under Indonesian GAAP, we follow SAK 24 (Revised 2004) (Note 2p). In accordance with SAK 24 (Revised 2004), there is no transition obligation at the
initial adoption of the SAK and the past service cost is recognized as an expense on a straight-line basis over the average period until the benefits become vested.
Under U.S. GAAP, we follow SFAS No. 158, “Employers’ Accounting for Defined Benefit Pension and Other Post-retirement Plans”—as an amendment
to SFAS No. 87, 88, 106 and 132 (R)” on December 31, 2006. In accordance with SFAS No. 158, a company should recognize the funded or unfunded status of a
benefit plan in its statement of financial position and also recognize as a component of other comprehensive income, net of tax, actuarial gains or losses and prior
service costs or credits, and transition assets or obligations accumulated at the date of adoption that are not previously recognized as components of net periodic
pension cost pursuant to SFAS No. 87, “Employers’ Accounting for Pensions.” SFAS No. 158 does not change the determination of net periodic pension cost
under SFAS No. 87. In accordance with SFAS No. 87, the transition obligation and past service cost are amortized over the average remaining service lives of
the employees. As a result of this difference, for the years ended December 31, 2005, 2006 and 2007, our net income would be Rp18.9 billion, Rp7.4 billion and
Rp5.9 billion lower under U.S. GAAP, respectively.
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Minority Interest
This represents the net effect on the minority stockholders’ proportionate share in the equity of the subsidiaries, as a result of the differences between
Indonesian GAAP and U.S. GAAP which affect the subsidiaries’ net income. As a result of this difference, for the years ended December 31, 2005, 2006 and
2007, our net income would be Rp13.1 billion higher, Rp1.3 billion lower and Rp0.05 billion higher under U.S. GAAP, respectively.
Post-retirement Benefits
In July 2004, the Indonesian Institute of Accountants issued SAK 24 (Revised 2004), “Employee Benefits,” which regulates the accounting and disclosure
for employee benefits and also covers post-retirement benefits. Under U.S. GAAP, we account for these benefits over the estimated service period of its
employees based on actuarial assumptions which are similar to those provided by SFAS No. 106, “Employers’ Accounting for Post-retirement Benefits Other
than Pensions.” As a result of this difference, for the years ended December 31, 2005, 2006 and 2007, our net income would be Rp1.3 billion, Rp0.2 billion and
Rp1.3 billion lower under U.S. GAAP, respectively.
Starting in 2006, companies adopted SFAS No. 158 under which a company should recognize the funded or unfunded status of a benefit plan in its
statement of financial position and also recognize, as a component of other comprehensive income, net of tax, actuarial gains or losses and prior service costs or
credits, and transition assets or obligations accumulated at the date of adoption that are not previously recognized as components of net periodic benefit cost.
Equity in Net Income of Associated Companies

This represents the effect of the difference between Indonesian GAAP and U.S. GAAP in the investee’s accounting for foreign exchange differential on
borrowings relating to property under construction (see “Capitalization of Foreign Exchange Losses—Net of Gain” above). As a result of this difference, for the
year ended December 31, 2005, our net income would be Rp29.0 billion higher under U.S. GAAP. There was no equity in net income of associated companies
for the years ended December 31, 2006 and 2007.
Preacquisition Income
This represents the difference in the minority stockholders’ proportionate share in the 2003 net income of IM3 determined under Indonesian GAAP and
U.S. GAAP at the time of the acquisition of the minority interest in the subsidiary. As a result of this difference, for the years ended December 31, 2006 and
2007, our stockholders’ equity would be Rp14.3 billion lower under U.S. GAAP.
Others
Other adjustments represent individually insignificant adjustments for differences between Indonesian GAAP and U.S. GAAP. As a result of this
difference for the years ended December 31, 2005, 2006 and 2007, our net income would be Rp3.8 billion, Rp1.6 billion and Rp0.3 billion lower under U.S.
GAAP, respectively.
C. RESEARCH AND DEVELOPMENT, PATENTS AND LICENSES, ETC.

For the three years ended December 31, 2005, 2006 and 2007, we did not conduct significant research and development activities.
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D. TREND INFORMATION
Please refer to the introductory discussion to “—Operating and Financial Review and Prospects—Operating Results” above for a detailed discussion of
significant trends impacting our operating results and financial condition. See also “Item 3: Key Information—Risk Factors” for more information regarding why
reported financial information may not necessarily be indicative of future operating results.
E. OFF-BALANCE SHEET ARRANGEMENTS

As of December 31, 2007, we had no off-balance sheet arrangements that were reasonably likely to have a current or future effect on our financial
condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that is material to
investors.
F. TABULAR DISCLOSURE OF CONTRACTUAL OBLIGATIONS

As of December 31, 2007, we had contractual obligations in the amount of US$1,044.4 million in foreign currency-denominated contracts and Rp14,131.6
billion in Indonesian rupiah-denominated contracts. The foreign currency-denominated contractual obligations require payments totaling US$430.8 million in
2008, US$326.0 million from 2009 to 2010 and US$259.5 million from 2011 to 2012 and US$28.1 million from 2013 and thereafter. The Indonesian
rupiah-denominated contractual obligations require payments totaling Rp4,520.8 billion in 2008, Rp1,718.1 billion from 2009 to 2010, Rp3,712.8 billion from
2011 to 2012 and Rp4,179.9 billion from 2013 and thereafter.
Payments due by the year ending December 31,

2013 and
Total 2008 2009-2010 2011-2012 thereafter
Rp. US$ Rp. US$ Rp. US$ Rp. US$ Rp. US$
(Rp. in billions and US$ in millions)
Contractual obligations:
(1)
Long-term debts
(1)(2)
4,466.2 34.8 423.0 7.6 1,008.9 15.2 2,600.0 3.8 434.3 8.2
Bonds payable 6,856.4 550.0 1,860.0 — 696.4 300.0 1,100.0 250.0 3,200.0 —
Purchase obligations 2,231.4 423.2 2,231.4 423.2 — — — — — —
Other non-current liabilities 577.6 36.4 6.4 — 12.8 10.8 12.8 5.7 545.6 19.9
Total contractual cash obligations 14,131.6 1,044.4 4,520.8 430.8 1,718.1 326.0 3,712.8 259.5 4,179.9 28.1
(1) These amounts exclude the related contractual interest obligations.
(2) These amounts have been calculated under the assumption that the options related to any loans payable and bonds are not exercised. See “Item 4: Information on the Company—Principal
Indebtedness—Second Indosat Bonds” and “Item 4: Information on the Company—Principal Indebtedness—Third Indosat Bonds.”
Item 6: DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES

Directors and Senior Management
In accordance with Indonesian law, we have a Board of Commissioners and a Board of Directors. The two boards are separate, and no individual may be a
member of both boards. For information regarding our employees, see “Item 4: Information on the Company—Employees.”
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Board of Commissioners
Our Board of Commissioners consists of ten members, one of whom is designated the President Commissioner. The members of the Board of
Commissioners are elected and dismissed by shareholders’ resolutions at a general meeting of shareholders, provided that one member of the Board of
Commissioners shall be appointed by the holder of the one Series A share. In accordance with regulations of the Indonesian Capital Market Supervisory Agency,
or Bapepam, and Indonesia Stock Exchange rules, three commissioners have been designated as Independent Commissioners: Lim Ah Doo, Soeprapto and Setio
Anggoro Dewo. As of December 31, 2007, our Board of Commissioners consisted of ten members as listed below:
Commissioner
Name Age Since Position
Peter Seah Lim Huat 61 2002 President Commissioner
Lee Theng Kiat 55 2002 Commissioner
Sio Tat Hiang 60 2002 Commissioner
Sum Soon Lim 65 2002 Commissioner
Roes Aryawijaya 56 2002 Commissioner
Setyanto P. Santosa 61 2005 Commissioner
Sheikh Mohamed Bin Suhaim Hamad Al-Thani 42 2007 Commissioner
Lim Ah Doo 58 2002 Independent Commissioner
Soeprapto 61 2005 Independent Commissioner
Setio Anggoro Dewo 46 2007 Independent Commissioner
Set forth below is a short biography of each of our Commissioners.
Peter Seah Lim Huat has been the President Commissioner since December 2002. Mr. Seah is currently Chairman of Singapore Technologies Engineering
Ltd, SembCorp Industries Limited and Singapore Computer Systems Limited. Presently, he sits on the boards of Fullerton Financial Holdings Pte Ltd,
CapitaLand Limited, Chartered Semiconductor Manufacturing Ltd, StarHub Pte Ltd and STATS ChipPAC Ltd. He also serves as Deputy Chairman of Singapore
Technologies Telemedia Pte Ltd and Vice Chairman of Global Crossing Limited. Mr. Seah is also the Vice President of the Singapore Chinese Chamber of
Commerce & Industry and the Honorary Treasurer of the Singapore Business Federation Council. He was a banker for 33 years before retiring as Vice Chairman
and Chief Executive Officer of Overseas Union Bank in September 2001. Mr. Seah graduated from the University of Singapore in 1968 with an honors degree in
Business Administration.
Lee Theng Kiat has been a Commissioner since December 2002. Mr. Lee currently serves as the President and Chief Executive Officer of STT. Prior to
joining STT, Mr. Lee held different senior positions in legal affairs and in the strategic business development of Singapore Technologies (ST) Ventures, ST
Holdings and ST Industrial Corporation. In 1993, Mr. Lee spearheaded the formation of STT. Under his leadership, STT has swiftly grown to become a leading
information-communications company with operations in the Asia-Pacific region, the Americas, and Europe. Mr. Lee earned a Bachelor of Law degree (Honors)
from the University of Singapore in 1976.
Sio Tat Hiang has been a Commissioner since December 2002. He has also been Chairman of the Remuneration Committee since July 2004. Mr. Sio
currently serves as the Executive Vice President of STT and was a core member involved in the formation of STT. Prior to joining STT, Mr. Sio held senior roles
in treasury, corporate finance and strategic investment functions. Prior to that, he worked with companies in the banking and financial services industries. Mr. Sio
earned a Bachelor’s degree in Business Administration (Honors) from the University of Singapore in 1970 and attended a senior management program at the
London School of Business.
Sum Soon Lim has been a Commissioner since December 2002. He is also Chairman of the Risk Management Committee. Currently, Mr. Sum is a
Director of STT, Singapore Health Services Pte Ltd., Singapore Press Holdings Ltd. and Yantai Raffles Shipyard Ltd. Mr. Sum earned a Bachelor’s degree in
Production Engineering from the University of Nottingham, United Kingdom.
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Roes Aryawijaya has been a Commissioner since December 2002. He currently serves as the Deputy Minister of State-Owned Enterprises (Mining,
Strategic Industry, Energy and Telecommunications). In the past, he has held several positions, including Commissioner for PT Pertamina (Persero) from 2003 to
2005, Secretary of Government Commissioner for PT Pertamina (Persero) in 2000, Head of the Planning Bureau for the Department of Mining and Energy from
1999 to 2000, Head of Geothermal Exploration and Production Sub-Directorate from 1994 to 1999 and Head of Natural Gas Refinery and Transportation
Sub-Directorate from 1990 to 1991. He earned an Masters of Science degree in Petroleum Economics from the University of New South Wales, Australia, and a
degree in Petroleum Engineering from the Bandung Institute of Technology in 1977.
Setyanto P. Santosa has been a Commissioner since June 2005. He currently serves as lecturer at the Faculty of Economics at Padjajaran University. In the
past, he has held several positions, including Permanent Secretary of the Ministry of Culture and Tourism and Executive Chairman of Indonesia Culture &
Tourism Development Board from 2002 to 2003, Deputy Minister for State-Owned Enterprises from 1998 to 2000, Commissioner of Bank Bumi Daya from
1998 to 1999, Secretary General of ASEAN Chambers of Commerce and Industry from 1996 to 1998, President Commissioner of Pacific Satellite Nusantara
from 1993 to 1997, Commissioner of Satelindo from 1993 to 1995, Chief Executive Officer of PT Telekomunikasi Indonesia from 1992 to 1996 and Chief
Executive Officer of PT INTI (Indonesian Telecommunications Industry) from 1989 to 1992. He was also a member of the Indonesia People’s Assembly (MPR)
from 1998 to 1999. He earned his undergraduate degree from the Faculty of Economics, Padjajaran University, Bandung in 1971, his master degree from
Michigan State University, Department of Economics, East Lansing, USA in 1978, and his doctorate degree in Interdisciplinary Study from Gajah Mada
University, Yogyakarta in 2007.
Sheikh Mohamed Bin Suhaim Hamad Al-Thani has been a Commissioner since June 2007. Sheikh Mohammed currently serves as Vice Chairman of the
Board and Chairman of the Investment Committee of Qatar Telecom (QTEL). He is also Chairman of QTEL International, the founder and Chairman of the M-
Holding Group, Chairman of Evolvence Capital, and a board member of Naeem Holding. Mr. Mohamed graduated from the School of Business Administration
of Portland State University in Oregon, USA.
Lim Ah Doo has been an Independent Commissioner since December 2002. He has served as Chairman of the Audit Committee since June 2004 and has
been a member of the Remuneration Committee since 2003. Mr. Lim is currently a Director of GP Industries Ltd and is also vice chairman of RGM International
Pte. Ltd. In the past, Mr. Lim has held several positions including Chairman and Managing Director of Deutsche Morgan Grenfell (Asia) Ltd from 1993 to 1995.
Mr. Lim earned a Master of Business Administration degree from Cranfield School of Management in 1976, and a Bachelor of Science in Engineering (Honors)
from Queen Mary College, University of London, in 1971.
Soeprapto has been an Independent Commissioner and a member of our Audit Committee since June 2005. In the past, Mr. Soeprapto has held several
positions, including Assistant Personnel to the Army Chief of Staff of the Republic of Indonesia from 2000 to 2001, and a Commissioner of PT Nusariau
Kencana Coal from 2001 to 2003. In addition, Mr. Soeprapto has served as a Commissioner of PT Mentari Abdi Pertiwi since 2004. Mr. Soeprapto earned a
degree in Political Science from the Open University, Jakarta and attended training at the Indonesian National Defense Institute.
Setio Anggoro Dewo has been an Independent Commissioner since June 2007 and has served on our Audit Committee since July 2007. Mr. Dewo
currently serves as a lecturer at the Faculty of Economics, University of Indonesia, as Head of the Post-Graduate Accounting Program at the University of
Indonesia, Finance Director at PT Perusahaan Listrik Negara (PLN), and as a Vice Chairman of the Indonesia Institute for Corporate Directors (IICD). In the
past, Mr. Dewo has held several positions including as a Financial Economist on various projects with the Asia Development Bank (ADB) and the United States
Agency for International Development, as a member of the Risk Management Committee of PT PLN. Mr. Dewo earned a Ph.D. from the Melbourne Business
School, University of Melbourne in 2003, a Master of Business Administration degree in Business Finance and Business Economics from the Catholic
University of Leuven, Belgium in 1990 and a degree in
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Accounting from the University of Indonesia in 1986. On March 10, 2008, Mr. Dewo resigned from his position as an Independent Commissioner. His
resignation will be effective as of the next Annual General Meeting of Shareholders to be held in June 2008.
The term of each of the Commissioners concludes at the close of the fourth annual general meeting of shareholders after the date of appointment, expiring
in 2008 for the current Commissioners. A Commissioner may be removed prior to the expiration of his term of office at a general meeting of the shareholders. A
member of the Board of Commissioners may not assume a concurrent position which may cause a conflict of interest with our interests, directly or indirectly,
without the approval of the shareholders at a general meeting. The Commissioners’ business address is Jalan Medan Merdeka Barat 21, Jakarta, 10110, Republic
of Indonesia.
Board of Directors
Our Board of Directors is responsible for our overall management and day-to-day operations under the supervision of the Board of Commissioners. The
Board of Directors consists of at least three members, including one President Director. The members of the Board of Directors are elected and dismissed by
shareholders’ resolutions at a general meeting of shareholders, provided that one member of the Board of Directors shall be appointed by the holder of the one
Series A share. As of December 31, 2007, our Board of Directors consisted of nine members as listed below:
Director
Name Age Since Position
Johnny Swandi Sjam 47 2005 President Director
Kaizad Bomi Heerjee 44 2005 Deputy President Director
Fadzri Sentosa 44 2007 Director of Jabotabek & Corporate Sales
Guntur S. Siboro 42 2007 Director of Marketing
Syakieb Ahmad Sungkar 45 2007 Director of Regional Sales
Raymond Tan Kim Meng 54 2004 Director of Network
Roy Kannan 55 2007 Director Information Technology
Wong Heang Tuck 40 2004 Director of Finance
Wahyu Wijayadi 51 2003 Director of Corporate Services
Set forth below is a short biography of each of our Directors:

Johnny Swandi Sjam has been the Director of Jabotabek & Corporate Sales since March 2006, after serving as the Director of Consumer Market from 2005
to 2006. In the past, Mr. Sjam has held several positions, including Senior Vice President of PT Indosat from 2003 to 2005, President Director of PT Satelindo
from 2002 to 2003 and President Director of PT Sisindosat from 1999 to 2000. Mr. Sjam earned a Master of Science in Business Administration and Policy from
the University of Indonesia, and a diploma in Industrial Management and a degree in Information Technology from Gunadharma University.
Kaizad Bomi Heerjee has been the Deputy President Director since December 2005. Prior to joining Indosat, he was the Senior Vice President of
International Operations and Business Development at STT from 2004 to 2005. From 2003 to 2005, he was the Senior Vice President & Head of Business
Markets at StarHub, a Singapore information communications company. Dr. Heerjee was also the Assistant Chief Executive of the Infocomm Development
Authority of Singapore from 2000 to 2003. He has also spent over 10 years with Compaq Computers and Digital Equipment Corporation in several senior
management, sales and marketing, and technical positions worldwide. Dr. Heerjee received a Doctorate degree in Computer Science from The Dundee Institute
of Technology (UK) in 1988 and a Master’s degree in Information Technology from University of Nottingham in 1985.
Fadzri Sentosa has been the Director of Jabotabek and Corporate Sales since June 2007. Mr. Sentosa has previously held various positions with us,
including as the Group Head of National Card and Channel Management from 2006 to 2007, Senior Vice President of Commerce, Jabotabek Region from 2004
to 2006 and
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as Senior Vice President of Cellular Sales from 2003 to 2004. Mr. Sentosa was previously a member of the Board of Directors of IM3 and Satelindo. Mr. Sentosa
earned a master’s degree in International Business Management from the University of Technology, Sydney in 2001 and a bachelor’s degree in
Telecommunications Engineering from the Bandung Institute of Technology in 1986.
Guntur S. Siboro has been the Director of Marketing since June 2007. Mr. Siboro has previously held several positions with us, including as the Group
Head of Integrated Marketing from 2006 to 2007, as Senior Vice President, Sumatera Regional Office from 2005 to 2006, as Senior Vice President of Fixed
Wireless Access from 2004 to 2005, as Senior Vice President of Corporate Strategy from 2003 to 2004, as General Manager of Strategic Development from 2002
to 2003 and General Manager of Marketing and Product Development from 2001 to 2002. Mr. Siboro earned a master’s degree in Business Administration from
Monash University, Australia in 1991, a Master of Engineering from Cornell University in 1987 and a Bachelor of Science in Electrical Engineering from the
University of Southern California, USA in 1986.
Syakieb Ahmad Sungkar has been the Director of Regional Sales since June 2007. Mr. Sungkar has previously held several positions with us, including as
the Head of East Java and Bali region from 2006 to 2007 and as Senior Vice President of Sales from 2005 to 2006. Mr. Sungkar earned a bachelor degree in
Telecommunications Engineering from the Bandung Institute of Technology in 1987.
Raymond Tan Kim Meng has been the Director of Network since February 2005. He previously served with us as the Director of Network Operations and
Quality Management from 2003 to 2005, as Senior Vice President of Business Development from 2002 to 2003, as Deputy President Director of PT Satelindo
and as the Director of Procurement in 2003. Prior to joining Indosat, he held senior positions with Nokia, Lucent Technologies, Nortel, Shinawatra DataCom and
SingTel. Mr. Tan earned a bachelor degree in Electrical Engineering (Honors) from the University of Singapore in 1979.
Roy Kannan has been the Director of Information Technology since July 2007. Mr. Kannan has previously held several positions, including as chief
information officer of Chartered Semiconductor Manufacturing Ltd. from 2003 to 2007, as chief information officer of RGM Group from 2001 to 2003, as
Director of Manufacturing Solutions Practice, Asia Pacific of Digital Equipment from 1995 to 2001, Director of Mastek Asia Pacific Pte. Ltd. from 1993 to 1995,
Manager of Digital Equipment India Limited from 1991 to 1993 and Director of Bhorucom Software Private Limited from 1989 to 1991. Mr. Kannan earned a
post graduate diploma in Management from the Indian Institute of Management, India in 1976 and a Bachelor of Technology in Chemical Engineering from the
Indian Institute of Technology in 1974.
Wong Heang Tuck has been the Director of Finance since September 2004. In the past, Mr. Wong has held several positions including Senior Vice
President Controlling of Indosat from March 2004 to September 2004, Vice President of Finance and Corporate Development at Keppel Communication Pte Ltd
from 2002 to 2003, Deputy General Manager of Business Development at Keppel Telecommunications and Transportation Ltd from 2000 to 2003, Deputy
General Manager of Corporate Development (Chairman’s Office) Keppel Corporation Ltd from 2000 to 2002. Mr. Wong was awarded a First Class B. Eng
(Hons) in Mechanical Engineering from the University of Manchester in 1991 and a Masters in Business Administration from Imperial College London in 1992.
Wahyu Wijayadi has been the Director of Marketing since March 2006 and has also served as the Director of Corporate Market from 2005 to 2006 and the
Director of Fixed Communications and MIDI from 2003 to 2005. In the past, Mr. Wijayadi has held several positions including General Manager Corporate
Secretary of Indosat from 2000 to 2002, General Manager, Jakarta Region of Indosat from 2002 to 2003, President Commissioner of Satelindo from 2001 to
2002, President Commissioner of Telkomsel from 2000 to 2001 and Operations & Production Director of PT Cipta Televisi Pendidikan Indonesia from 1997 to
2000. He earned a Masters of Business Administration from Institute Pengembangan Manajemen Indonesia (IPMI) in 1989 and a degree in Electrical
Engineering from Bandung Institute of Technology in 1982.
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The Directors’ terms of appointment end at the close of the fifth annual general meeting after the date of their appointment. At a general meeting of
shareholders, the shareholders may remove any Director before the expiration of his term of office. A Director’s term of office will automatically terminate upon
bankruptcy or put under custody by court order, resignation, death or in the event that the Director is prohibited by law from holding such position. In the event
any member of the Board of Directors resigns, a written notification of such resignation must be submitted by the resigning Director to us at least 90 days prior to
the effective date of the resignation, provided that the Board of Commissioners may waive the period of such notice requirement in its sole discretion. Within 30
days after a vacancy opens on the Board of Directors that causes the number of members of the Board of Directors to be less than the minimum required number
of Directors as stipulated in our Articles of Association, a general meeting of shareholders must be convened to fill the vacancy. A member of the Board of
Directors may not assume a concurrent position, which may cause a conflict of interest, directly or indirectly, with our interests. A member of the Board of
Directors may assume a concurrent position that does not cause a conflict of interest, subject to the approval of the Board of Commissioners and notification to a
general meeting of shareholders. Should the President Director want to assume a concurrent position of this type, the approval of a general meeting of
shareholders is also required. The business address of the Board of Directors is Jalan Medan Merdeka Barat 21, Jakarta, 10110, Republic of Indonesia.
None of our Commissioners or Directors has a service contract with us, nor are any such contracts proposed or under consideration. There is no family
relationship between or among any of the Commissioners or Directors listed above. Each Director has signed a Non-Compete Agreement dated December 21,
2006 in the form as attached hereto as Exhibit 4.1.
Compensation of Commissioners and Directors

For their services, Commissioners and Directors are entitled to remuneration, which is determined by the annual general meeting of shareholders. The net
total cash recorded for payment to our Commissioners and Directors for 2007 was Rp36.8 billion.
The remuneration of the Directors is determined by the Board of Commissioners. In making its determination, the Board of Commissioners shall consider
any recommendations provided by our Remuneration Committee and shall report the determination to our shareholders at the annual general meeting of
shareholders. Since 2006, the semi-annual incentives were eliminated and we introduced a new scheme is for short term incentives based on annual corporate and
director performance, and long term incentives based on three years corporate stock performance.
Board Practices
Our Board of Commissioners acts as our overall supervisory and monitoring body with principal functions including reviewing our development plan,
monitoring the performance of our work plan, reviewing and approving the budget, and are to perform their duties, authorities and responsibilities in accordance
with the provisions of our Articles of Association and resolutions of the shareholders’ general meeting. Decisions above certain monetary thresholds must be
referred by our Board of Directors to our Board of Commissioners or shareholders for their review and approval. In carrying out its supervisory activities, the
Board of Commissioners represents the interests of the shareholders and is accountable to our shareholders.
Meetings of the Board of Commissioners must be held at least once every three months, but a meeting of the Board of Commissioners may be convened at
the direction of the President Commissioner or when requested by at least one-third of all Commissioners. A meeting of the Commissioners is lawful and entitled
to make lawful and binding decisions only if a majority of the Commissioners are present or represented. At any meeting each Commissioner is entitled to one
vote and, in addition, may cast one vote for each Commissioner he is representing. A Commissioner may be represented at a meeting of the Commissioners only
by another Commissioner appointed pursuant to a power of attorney. Except as otherwise provided in our Articles of
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Association, resolutions of the Board of Commissioners must be adopted by deliberation and consensus. If no agreement is reached through this method,
resolutions must be passed by a simple majority of the Commissioners. In the event of a tie vote, the proposal is deemed rejected unless the matter concerns an
individual, in which case the President Commissioner may cast the deciding vote. The Board of Commissioners may adopt lawful and binding decisions without
convening a meeting of the Commissioners if all of the members of the Board of Commissioners approve and sign the decision.
The Board of Directors is generally responsible for managing our business in accordance with applicable laws, the Articles of Association and the policies
and directives issued by the general meeting of shareholders and the Board of Commissioners. The President Director alone shall have the authority to represent
and act on behalf of the Board of Directors and us. If the President Director is absent or unavailable, then the Deputy President Director shall have such authority,
or if the Deputy President Director is absent or unavailable, then one of the Directors designated by the President Commissioner, shall have such authority.
The Board of Directors must first obtain written approval from the Board of Commissioners to: (i) purchase or sell shares of other companies in the capital
markets; (ii) enter into a license agreement or cooperation, joint venture, management or similar agreement with third parties; (iii) purchase, dispose, sell, pledge
or encumber our fixed assets; (iv) cease collection efforts and write-off accounts receivable; (v) bind us as a guarantor; (vi) accept or grant medium- or long-term
loans or accept non-operational short-term loans; (vii) engage in capital participations or dispose of our capital participations in other enterprises if not conducted
through the capital markets; and (viii) establish a subsidiary. The Board of Commissioners shall be obligated to determine thresholds for the actions referenced in
(i) to (viii) above and shall be entitled to modify such thresholds from time to time. In the event that a certain action falls below the threshold amount, then the
Board of Commissioners’ approval is not required. When considering (vii) and (viii), the Board of Commissioners shall also observe prevailing capital markets
regulations and, in the event a transaction represents more than 10.0% of our revenues or 20.0% of stockholders’ equity or exceeds a threshold contained in the
capital markets regulations, shareholders’ approval is required.
Meetings of the Board of Directors are convened when called by the President Director, Deputy President Director, or when requested by more than
one-third of the total members of the Board of Directors. A meeting of the Directors is valid and entitled to adopt binding decisions only if a majority of the
Directors are present or represented. A Director may be represented at a meeting of the Board of Directors only by another Director appointed pursuant to a
power of attorney issued for that particular purpose. At any meeting of the Board of Directors each Director is entitled to one vote and, in addition, one vote for
each other Director he is representing. Resolutions of the Board of Directors must be adopted by deliberation and consensus. If no agreement is reached by
deliberation and consensus, the resolutions must be passed by a majority vote, and, in the event of a tie vote, the President Director has a deciding vote. The
Board of Directors may adopt valid and binding resolutions without convening a meeting of the Directors if all of the Directors approve and sign the resolutions
in writing.
Individual Directors are charged with specific responsibilities. In the event that a vacancy occurs in the Board of Directors, so long as the position remains
vacant, one of the other Directors will be nominated by the Board of Commissioners to perform the work of the absentee Director. If, for any reason, we cease to
have any Directors, the Board of Commissioners is to assume the ongoing obligations of the Board of Directors and must convene a general meeting of
shareholders to elect a new Board of Directors within at least 30 days.
The Articles of Association provide that if there is a conflict between our interests and those of a Director, then with the approval of the Board of
Commissioners, we shall be represented by another member of the Board of Directors. If all Directors have a conflict, we shall be represented by the Board of
Commissioners or one Commissioner designated by the Board of Commissioners. If the entire Board of Commissioners has a conflict, the shareholders may
appoint one or more persons to represent us.
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Audit Committee
In accordance with Bapepam, Indonesia Stock Exchange and New York Stock Exchange regulations, we have formed an independent Audit Committee,
consisting of five persons and chaired by one of the Independent Commissioners. The duties of the Audit Committee include providing professional, independent
advice to the Board of Commissioners and identifying matters that require the attention of the Board of Commissioners, including review of the following: our
financial information (including financial reports and projections); the independence and objectivity of our public accountant; the adequacy of our public
accountant’s audits that all material risks have been considered; the adequacy of our internal controls; our compliance as a listed company with the prevailing
capital markets regulations and other regulations related to our business and our internal auditors’ duties. The Audit Committee also examines and reports
complaints to the Board of Commissioners, maintains the confidentiality of documents, data and information relating to us, conducts an audit of any alleged
mistake in the resolutions of a Board of Directors’ meeting or deviations in the implementation of the resolutions of such meeting and maintains the Audit
Committee charter.
As of December 31, 2007, the members of our audit committee were Lim Ah Doo (Chairman), Soeprapto, Achmad Rivai and Setio Anggoro Dewo,
Achmad Fuad Lubis. On June 5, 2007, Farida Eva Riyanti Hutapea was discharged from her position as one of the Independent Commissioners at the Company’s
Annual General Meeting of Shareholders and ceased to serve on our Audit Committee, and Setio Anggoro Dewo was appointed as an Independent
Commissioner. Achmad Rivai and Achmad Fuad Lubis serve as independent outside members of our Audit Committee pursuant to Bapepam regulations
requiring at least two outside persons to serve as members of the Audit Committee. We have posted the written charter of the Audit Committee on our website at
www.indosat.com, where it is publicly available.
Such charter is reviewed annually and a revised charter has been approved by our Board of Commissioners.
Remuneration Committee
Our Remuneration Committee is responsible for providing recommendations to our Board of Commissioners regarding remuneration, bonuses and other
benefits for members of our Board of Commissioners and Board of Directors as well as employees, including the structure, terms and issuance of stock options.
As of June 20, 2007, the members of our Remuneration Committee were Sio Tat Hiang (Chairman), Lim Ah Doo and Soeprapto. We have posted the written
charter of the Remuneration Committee on our website at www.indosat.com, where it is publicly available.
Risk Management Committee

On October 26, 2005, we established a Risk Management Committee, which reports to our Board of Commissioners. Our Risk Management Committee
evaluate potential risks regarding our business and provides recommendations to our Board of Commissioners regarding our policies regarding risk assessment
and risk management, including making recommendations for improvements to our existing procedures as necessary. As of December 31, 2007, the members of
our Risk Management Committee were Sum Soon Lim (Chairman), Roes Aryawijaya, Setyanto P. Santosa and Sio Tat Hiang. We have posted the written charter
of the Risk Management Committee on our website at www.indosat.com, where it is publicly available.
Share Ownership
All of our directors and commissioners individually beneficially own less than one percent of any class of our common stock and their respective
beneficial share ownership in us has not been disclosed to stockholders or otherwise made public.
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Employee Stock Option Plan
Our shareholders passed resolutions at the Extraordinary General Meeting of Shareholders on December 27, 2002 and the annual general meeting of
shareholders on June 26, 2003 to approve an employee stock option plan to issue 258,875,000 Series B shares (as adjusted for the five-for-one stock split on
March 8, 2004), or approximately 5% of our issued and paid-up capital immediately prior to each meeting of shareholders. Under our employee stock option
plan, we granted options to purchase our shares to the permanent employees, Directors and Commissioners of IMM, Sisindosat, Lintasarta and us.
We granted options under the employee stock option plan in two phases. The options had a one-year vesting period and were exercisable commencing
August 1, 2004 for the first phase and commencing August 1, 2005 for the second phase. The exercise price for the stock options was calculated as 90% of the
average closing price for our shares during certain periods preceding the annual shareholders’ meetings in 2003 for the first phase and in 2004 for the second
phase. The exercise price was Rp1,567.4 (adjusted for the five-for-one stock split on March 8, 2004) and Rp3,702.6 for the first phase and second phase,
respectively. This stock option plan terminated on July 31, 2006 at the end of the exercising period for the second phase of the stock option plan. We have not
implemented any other employee stock option plans.
Item 7: MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS

Major Shareholders
As of March 31, 2008, our issued and fully paid capital was divided into one Series A share and 5,433,933,499 Series B shares, each with a par value of
Rp100. In addition, the Government, acting through its Ministry of State-Owned Enterprises, owns the one Series A share and has special voting rights. ICL and
ICLS collectively own 40.81% of our shares. On March 26, 2008, we received notification from FMR LLC and FIL Limited that, as of March 25, 2008, FMR
LLC and its direct and indirect subsidiaries and FIL Limited and its direct and indirect subsidiaries own a total of 148,834,000 shares and 314,139,300 ADRs,
respectively, of our Company, which amounts to 8.52% of our paid up share capital. As of March 31, 2008, aside from ICL, the Government and FMR LLC and
FIL Limited (“Fidelity entities”), there were no shareholders beneficially owning more than 5% of our outstanding common stock.
The following table sets forth information as of March 31, 2008 regarding (i) persons known to us to own more than 5% of our common stock (whether
directly or beneficially through American Depositary Shares) and (ii) the total amount of any class of our common stock owned by individual members of the
Board of Commissioners and the Board of Directors:
Percentage
of Total
Number of Outstanding
Title of class Name Shares Held Shares of Class
Series A Government 1 100.00%
Series B ICL entities (1) 2,217,590,000 40.81
Series B Government 776,624,999 14.29
Series B Fidelity entities(2) 462,973,300 8.52
Series B Lee Theng Kiat * *
Series B Wahyu Wijayadi * *
Series B Raymond Tan Kim Meng * *
Series B Johnny Swandi Sjam * *
Series B Wong Heang Tuck * *
Series B Fadzri Sentosa * *
* Less than 1%
(1) Comprises 2,171,250,000 shares (39.96%) held by ICL and 46,340,000 shares (0.85%) held by ICLS, an affiliate of ICL.
(2) Comprises 148,834,000 shares, or 2.73%, which is held by FMR LLC and 314,139,300 ADRs, or 5.79%, which is held by FIL Limited.
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The Government
Prior to our initial public offering in 1994, the Government owned 100% of our outstanding common stock. As of the beginning of 2002, the Government
owned 65% of our outstanding common stock. By virtue of its common stock ownership, the Government had retained control over us and had the power to elect
all of our Board of Commissioners and our Board of Directors and to determine the outcome of substantially all actions requiring the approval of our
shareholders. In addition, pension plans, insurance funds and other Indonesian investors owned or controlled, directly or indirectly, by the Government,
purchased shares of common stock in the initial public offering.
On May 16, 2002, the Government sold 8.1% of our outstanding common stock through an accelerated global tender, reducing the Government’s
shareholding to 56.9%. On December 20, 2002, the Government sold 41.9% of our outstanding common stock to ICL (described below), further reducing the
Government’s shareholding to 15.0%. However, aside from our common stock, our capital structure also includes a special share, the Series A share, and the
Government retains a significant degree of control over us through the one Series A share.
As the holder of the one Series A share, the Government has special voting rights. The material rights and restrictions which are applicable to the common
stock are also applicable to the one Series A share, except that the Government may not transfer the Series A share and it has veto rights with respect to:
(i) increases in our share capital without pre-emptive rights; (ii) mergers, consolidations and acquisitions involving us; (iii) liquidation and dissolution;
(iv) amendments to the Articles of Association related to our purposes and objectives and the Series A holder’s veto rights. Certain of the above veto rights were
temporarily limited by the Shareholders’ Agreement between the Government and ICL described below to the extent that the Government agreed to vote all of its
shares in accordance with the written instructions of ICL on the above matters for a period of one calendar year from effectiveness of the sale to ICL.
ICL
On December 15, 2002, ICL, a subsidiary of STT Communications Ltd, entered into a Share Purchase Agreement and a Shareholders’ Agreement with the
Government, acting through the Ministry of State-Owned Enterprises in its capacity as our shareholder. STT Communications Ltd is 100%-owned by STT,
which is indirectly owned by Temasek Holdings (Private) Limited. Pursuant to the Share Purchase Agreement, the Government agreed to sell, and ICL agreed to
purchase, 434,250,000 Series B Shares representing 41.9% of the total outstanding Series B Shares as of the date of such agreements. The sale and purchase of
the Series B Shares under the Share Purchase Agreement was consummated on December 20, 2002, at which time the Shareholders’ Agreement became
effective. After consummation of this sale and purchase, the Government held 155,324,999 Series B Shares, representing 15.0% of the total outstanding Series B
Shares. The aggregate purchase price for the Series B Shares acquired by ICL pursuant to the Share Purchase Agreement was Rp5,623,537,500,000
(approximately US$605.3 million). On May 5, 2006, Indonesia Communications PTE. Ltd., or ICLS, informed Bapepam that as of May 4, 2006 it owned
46,340,000 of our Series B shares. ICLS is an affiliate of ICL. ICLS and ICL are both subsidiaries of Singapore Technologies Telemedia Pte Ltd. Following such
acquisition by ICLS, ICLS and ICL owned an aggregate of 2,217,590,000, or 41.16%, of our Series B shares as of May 4, 2006. As of March 31, 2007, ICL
owned 2,171,250,000 (39.96%) of our Series B shares, the Government owned one Series A share and 776,625,000 (14.29%) of our Series B shares and ICLS
owned 46,340,000 (0.85%) of our Series B shares.
On January 17, 2007, ICL notified us regarding the intention of Qatar Telecom to make an equity investment of approximately 25.0% in AMH which at
the time was wholly owned by STT Communications Ltd. We understand the transaction closed on March 1, 2007. Upon the closing of the transaction, STT
Communications Ltd. effectively controlled approximately 75.0% of AMH, which directly owns ICL and ICLS, two of our major shareholders.
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Related Party Transactions
We are a party to certain agreements and engage in transactions with a number of entities that are related to us, including joint venture companies,
cooperatives and foundations, as well as our controlling shareholders, the Government and ICL, and entities that are related to or owned or controlled by the
Government and ICL. The most significant of these transactions include cash and cash equivalents in the amount of Rp3,919.9 billion deposited in state-owned
banks as of December 31, 2007, operating revenues from Telkom amounting to Rp1,172.7 billion and cost of services to the Ministry of Communication and
Information Technology amounting to Rp1,015.0 billion. See “Item 4: Information on the Company—Regulation of the Indonesian Telecommunications
Industry—the Telecommunications Law—Fee Regime.” In addition, we are a party to various agreements with other state-owned entities such as insurance
companies, banks and various suppliers.
Item 8: FINANCIAL INFORMATION

Consolidated Financial Statement and Other Financial Information
See “Item 17: Financial Statements” for our audited consolidated financial statements filed as part of this annual report.
Legal Proceedings
From time to time, we are involved in legal proceedings concerning matters arising in connection with the conduct of our business. We are not currently
involved in, and have not recently been involved in, any legal or arbitration proceedings that we believe would be likely to have a material effect on our financial
condition or results of operations other than as disclosed in this annual report.
On May 5, 2004, we received the Supreme Court’s verdict No.1610K / PDT / 2003 in favor of Primer Koperasi Pegawai Kantor Menteri Negara
Kebudayaan dan Pariwisata (known as Primkopparseni), regarding a disputed foreign currency exchange transaction and requiring us to pay Rp13.7 billion plus
6.0% interest per annum from February 16, 1998 until the final settlement date. On December 22, 2004, we satisfied the judgment through payment of Rp19.3
billion (US$2.1 million) to the Central Jakarta District Court. We have initiated a new action in the Central Jakarta District Court asserting that the
Primkopparseni members’ meeting at which the members decided to proceed with the dispute against us was invalid. On January 12, 2005, the court held that
such a members’ meeting was unlawful, and Primkopparseni has filed an appeal of that decision. This appeal was dismissed by the High Court on February 21,
2006. We have appealed to the Supreme Court to request compensation for the costs of legal fees and injury to our brand name.
Although we are not a named defendant in the suit, we were the subject of a class action suit alleging that proper Government and parliamentary approvals,
required by the constitution, were not obtained for the divestment of the Government’s 41.9% stake in us to STT. This suit was dismissed by the Central Jakarta
District Court, the High Court and the Supreme Court.
In September 2004, several Indonesian non-governmental organizations published a report discussing the divestment of the Government’s 41.9% stake in
STT, or the Telemedia Divestment. On April 6, 2005, the Attorney General of Indonesia, based on a review of the report, conducted a public hearing regarding
possible or potential breaches of the law in connection with the Telemedia Divestment.
On November 19, 2007, the KPPU decided and stated that Temasek, jointly with STT, STT Communications Ltd, Asia Mobile Holding Company Pte.
Ltd., ICL, ICLS, SingTel and SingTel Mobile, breached Article 27(a) of Law No.5 / 1999 and, among other things, ordered Temasek, jointly with its affiliated
entities, STT, STT Communications Ltd., Asia Mobile Holding Company Pte. Ltd., ICL, Indonesia Communications Pte. Ltd., SingTel and SingTel Mobile to
discontinue their share ownership in either Telkomsel or us within two years, effective from the date the judgment becomes final and binding. Article 27(a) states
that
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business agents are prohibited from owning majority shares in a number of similar companies which conduct business in the same market if such ownership
results in one or a group of business agents controlling over 50% of the market share of one kind of good or service. Temasek and other relevant parties filed an
appeal against KPPU’s judgment in the Central Jakarta District Court and the South Jakarta District Court, respectively, however, it is unclear whether the
appeals court will nullify or confirm KPPU’s judgment. Temasek and its affiliated entities currently own 40.81% of our total outstanding shares through STT’s
subsidiaries, ICL and ICLS and 35.0% of the total outstanding shares in Telkomsel through SingTel In the event the appeals court confirms KPPU’s judgment
and STT’s subsidiaries, ICL and ICLS, sell their shares in us rather than SingTel selling its shares in Telkomsel, it will result in a change to our controlling
shareholders, which could constitute a change of control in our management and may lead to the maturity of certain of our liabilities to third parties such as the
Guaranteed Notes 2010, Guaranteed Notes 2012 and under our Goldman Sachs International Loan Facility agreement.
In the event that KPPU’s judgment is affirmed and STT and its subsidiaries, ICL and ICLS, choose to sell their shares in us rather than SingTel selling its
shares in Telkomsel, this may result in a material change to our Company’s management resulting in a chance of control under the indentures of our Guaranteed
Notes 2010 and Guaranteed Notes 2012. If a change of control occurs, we cannot assure you that we would have sufficient funds available at the time of a change
of control event to make any debt repayment (including a repurchase of the Notes) as described above. See “Item 3: Key Information—Risk Factors—We may
be unable to finance a change of control offer.”
The Government’s Ministry of Finance set forth a claim in its letter No. S-498 / LK / 2004 dated February 5, 2004 which assesses a dividend penalty in the
amount of approximately Rp20.6 billion and Rp42.9 billion arising from our alleged failure to pay dividends in a timely manner to the Government for the years
ended December 31, 1999 and 2000, respectively. Regulations require state-owned enterprises to pay dividends in accordance with certain regulatory schedules.
In September 2007, we received a letter from the Minister of Finance, letter No. S-416 / MK.02 / 2007 dated September 12, 2007, which confirmed that we are
released from the obligation to pay a dividend penalty for the year 2000, but that we must pay a dividend penalty for the year 1999. As of September 24, 2007,
we have made full payment of the dividend penalty for 1999, which amounted to Rp20,632,565,973.30.
In addition to the above, we have received a letter from the KPPU, No. 398 / AK / KTPP / XI / 2007, dated November 15, 2007 relating to the possible
breach of article 5 of Law Number 5 / 1999 through price fixing of SMS by telecommunications operators (case number 26 / KPPU-L / 2007). As of
December 14, 2007, the case is under examination by the investigating team of KPPU and we have responded to a summons for information in verbal and written
form on January 8, 2008 and as well as to a second summons on April 9, 2008 from KPPU. We believe that our SMS pricing policies are in compliance with the
relevant regulatory requirements.
We are also a defendant in class action filed in the District Court of Bekasi on October 31, 2007 regarding the Temasek Holding’s cross ownership of
shares in Indosat and Telkomsel, which is alleged to have caused high price fixing of telecommunications services which caused harm to the public. The
plaintiffs are demanding Rp1,231.7 billion in compensation for losses allegedly suffered. We received a summons from the district Court of Bekasi to appear
before the court on March 4, 2008, but the summons appearance has been postponed until May 8, 2008. We are also a defendant in a class action suit filed in the
Tangerang District Court on December 19, 2007, regarding Temasek Holding’s cross ownership practices, including cross ownership of shares in Indosat and
Telkomsel, which is alleged to have caused high price fixing of telecommunications services tariffs which caused harm to the public. The plaintiffs represent
customers of Telkomsel, Indosat and Excelcomindo throughout Indonesia who used the Simpati, Mentari, Kartu As, IM3, Kartu Halo, Matrix, Jempol, Xplor,
and Bebas services and are demanding compensation amounting to Rp30,808.7 billion. We have received a summons from the Tangerang District Court through
the Central Jakarta District Court to appear for trial on June 9, 2008.
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On April 22, 2008, we received notification that we, Temasek Holdings, STT, STT Communications Ltd, AMH, ICL, ICLS, SingTel, SingTel Mobile,
Telkomsel, Telkom and the Ministry of State-Owned Enterprises, are defendants in another class action filed in the Central Jakarta District Court regarding
Temasek Holding’s cross ownership of shares in Indosat and Telkomsel. The plaintiffs represent customers of Telkomsel, Indosat and Excelcomindo and have
asserted allegations similar to that of the Tangerang Class Action. The plaintiffs are demanding compensation amounting to Rp30,808.7 billion.
During tax audits and assessments of our tax payments for 2004 and 2005 by the Tax Office for State-Owned Enterprises (“KPP BUMN”) on December 4,
2006 and March 27, 2007, respectively, we were notified that our withholding tax for interest paid on intercompany loans for Indosat Finance Company B.V. and
Indosat International Finance Company B.V. relating to our US$300.0 million principal amount Guaranteed Notes 2010 and US$250.0 million principal amount
Guaranteed Notes 2012, respectively, should be 20%, rather than 10%. Based on advice from our tax advisors and our understanding of Indonesian law, we
believe that our original calculations of withholding tax are accurate and have submitted objection letters to the Tax Office regarding these assessments. We are
currently preparing to appeal our case to the tax court.
We are not involved in any other material cases, including civil, criminal, bankruptcy, state administration cases or arbitration cases in the Indonesian
National Board of Arbitration or labor cases in Industrial Relation Court which may significantly affect the our performance.
Dividend Policy
Our shareholders declare dividends at the Annual General Meeting of Shareholders upon the recommendation of our Board of Directors. At our 2005,
2006 and 2007 Annual General Meetings of Shareholders, our shareholders declared final cash dividends amounting to 50% of our net income for each of the
years ended December 31, 2004, 2005 and 2006, respectively. We intend to continue paying dividends, consistent with past practices, amounting to between 30%
and 50% of our net income.
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Item 9: THE OFFER AND LISTING
Offer and Listing Details
The table below sets forth, for periods indicated, the reported high and low quoted prices for our common stock on the Jakarta Stock Exchange (the “JSX”)
and the Indonesian Stock Exchange (the “IDX”). All reported prices prior to December 3, 2007 are from the JSX and all reported prices after December 3, 2007
are from the IDX, following its commencement of operation:
Price per Share

High Low
(in Rp.)
Calendar Year
2003(1) 15,000 7,250
2004 6,000 3,040
(1)
2005 6,400 4,275
(1)
2006 6,750 4,050
(1)
2007 9,900 5,600
(1)
Financial Quarter
First Quarter 2006 6,100 4,875
Second Quarter 2006 5,800 4,050
Third Quarter 2006 5,200 4,200
Fourth Quarter 2006 6,750 5,050
Second Quarter 2007 7,050 6,250
Third Quarter 2007 7,700 6,550
Fourth Quarter 2007 9,900 7,600
(1)
Month
September 2007 7,700 7,000
October 2007 8,750 7,600
November 2007 9,900 8,000
December 2007 9,350 8,350
January 2008 8,750 5,850
February 2008 7,350 6,850
March 2008 7,150 6,000
April (through April 28) 2008 7,000 5,950
(1) As adjusted for the five-for-one stock split approved on March 8, 2004.
On April 28, 2008, the closing price for a share of our common stock was Rp6,000.
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The table below sets forth, for the periods indicated, the reported high and low quoted prices of the ADSs on the New York Stock Exchange (the
“NYSE”).
Price per ADS

High Low
(in US$)
Calendar Year
2003 18 8 1/32
2004 33 1/4 17 13/16
2005 34 1/4 20 45/64
2006 38 71/128 2113/16
2007 51 13/16 3013/64
Financial Quarter
First Quarter 2006 31 13/16 26 45/64
Second Quarter 2006 32 103/128 21 13/16
Third Quarter 2006 27 55/64 22 109/128
Fourth Quarter 2006 38 35/64 26 53/64
First Quarter 2007 38 65/128 30 13/64
Second Quarter 2007 40 13/64 34 27/128
Third Quarter 2007 43 43/64 33 25/64
Fourth Quarter 2007 51 13/16 42 109/128
First Quarter 2008 47 1/64 32 23/32
Month
September 2007 42 15/32 37 1/2
October 2007 48 15/16 42 109/128
November 2007 51 13/16 43 31/32
December 2007 50 31/64 45 1/2
January 2008 47 1/8 34 127/128
February 2008 40 25/32 37 19/128
March 2008 38 5/16 32 23/32
April (through April 28) 2008 38 29/32 32 51/64
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On April 28, 2008, the closing price for an ADS was US$32 /64 on the NYSE.
Markets
Our common stock is listed on the Indonesian Stock Exchange (the “IDX”). The IDX is the principal non-U.S. trading market for our common stock. In
addition, our ADSs, each representing 50 shares of our common stock, are listed on the NYSE. After the stock split, which became effective on March 10, 2004,
each ADS represents 50 Series B shares (as compared to the ten Series B shares previously represented thereby).
The Indonesian Securities Market

On November 30, 2007, the Jakarta Stock Exchange and the Surabaya Stock Exchange merged to become the IDX. The IDX began operation on
December 3, 2007 and in 2007, had a market capitalization of Rp2,539.041 billion, in which Rp1,982 billion of it came from equities, Rp79,065 billion and
USD105 million came from corporate bonds and Rp477 trillion came from the government bonds.
Overview of the IDX

There are currently two daily trading sessions from Monday to Thursday, 9:30 a.m. to 12:00 noon, and 1:30 p.m. to 4:00 p.m. There are two trading
sessions on Friday, from 9:30 a.m. to 11:30 a.m. and from 2:00 p.m. to 4:00 p.m. Trading on the IDX is based on an order-driven market system. Investors must
contact brokerage companies, or IDX members, that will execute their orders through the IDX trading system. Trading on the IDX can only be done by IDX
members who are registered as members of the Indonesian Clearing and Guarantee
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Corporation, or KPEI. A brokerage company may also buy and sell securities for its own account. No limitation of share ownership by foreign investors or
foreign institutions exists through direct placement or through trading on the IDX, except for banking institutions, which may only be 99% foreign owned.
Trading is divided into three market segments: regular market, negotiable market, and cash market. The regular market is the mechanism for trading stock
in standard lots on a continuous auction market during exchange hours. With respect to the trading of stock, a round lot consists of 500 shares. The price
movements are limited as follows: (i) if the share price is below Rp200, then the price moves in increments of Rp1 with the aggregate daily price movement
limited to Rp10; (ii) if the share price is equal to Rp200 or more, but less than Rp500, then the price moves in increments of Rp5 with the aggregate daily price
movement limited to Rp50; (iii) if the share price is equal to Rp500 or more, but less than Rp2,000, then the price moves in increments of Rp10 with the
aggregate daily price movement limited to Rp100; (iv) if the share price is equal to Rp2,000 or more, but less than Rp5,000, then the price moves in increments
of Rp25 with the aggregate daily price movement limited to Rp250; and (v) if the share price is equal to or exceeds Rp5,000, then the price moves in increments
of Rp50 with the aggregate daily price movement limited to Rp500. Orders are processed by computers that carry out matching processes of the outstanding
“bids” and “asks” according to price and time priority. Price priority gives priority to buying orders at a lower price or selling orders at a higher price. If buying
or selling orders are placed at the same price, priority is given to the buying or selling order placed first (time priority).
Trades in the negotiated market can be completed without using the round lot system and price step rule. IDX members can advertise selling or buying
orders through the IDX trading system and amend their order by negotiating with another member. The ultimate price is based on agreement, but it is
recommended to be based on the stock price on the regular market.
Transactions on the IDX regular market and non-regular market are required to be settled no later than the third trading day after the transactions. In case
of a default by an exchange member on settlement upon the due date, they are liable to pay 125% of the highest price of the same securities or the same trading
day.
The IDX board of directors may cancel a transaction if proof exists of fraud, manipulation or the use of insider information. The board of directors may
also suspend trading if there are indications of bogus transactions or jacking up of share prices, misleading information, use of insider information, counterfeit
securities or securities blocked from trading, or other important events.
IDX members may charge fees for their services based on an agreement with their clients. When conducting stock transactions on the IDX, exchange
members are required to pay a transaction fee equal to 0.03% of the cumulative transaction value for each month plus an additional 0.01% for cash and regular
market transactions guaranteed by KPEI (subject to a minimum transaction fee of Rp2,000,000). The commissions and transaction fees do not include the 10%
value-added tax and the 0.1% transaction tax levied on the cumulative value of the sales of the shares.
The Indonesian capital markets are generally less liquid than those in countries with more developed capital markets. This illiquidity is especially
pronounced for large blocks of securities. Also, prices in the Indonesian capital markets are typically more volatile than in such other markets. Accordingly, we
cannot assure you that a holder of common stock will be able to dispose of common stock at prices or at times at which such holder would be able to do so in
more liquid markets or at all. Further, we cannot assure you that a holder of common stock will be able to dispose of common stock at or above such holder’s
purchase price.
Trading on the NYSE

The Bank of New York serves as depositary (the “Depositary”) with respect to our ADSs, which are traded on the NYSE. After the stock split, which
became effective on March 10, 2004, each ADS represents 50 shares of our common stock (as compared to the ten Series B shares previously represented
thereby). As of March 31, 2008, 574,944,900 ADSs, representing 10.58% of our common stock, were outstanding in the United States and there were 40
registered owners of our ADSs.
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Item 10: ADDITIONAL INFORMATION
Description of Articles of Association and Capital Stock
As of December 31, 2007, the authorized capital of Indosat is Rp2,000,000,000,000, divided into 20,000,000,000 shares consisting of one Series A share
and 19,999,999,999 Series B shares, each share of par value Rp100. Of the authorized capital, 5,356,174,500 shares were subscribed to and fully paid up in cash,
consisting of one Series A share and 5,433,933,499 Series B shares, or with a total nominal value of Rp543,393,350,000 by:
a. the Republic of Indonesia, one Series A share and 776,624,999 Series B shares with a total nominal value of Rp77,662,500,000;
b. Indonesia Communications Limited, 2,171,250,000 Series B shares with a total value of Rp217,125,000,000; and
c. the Public, 2,486,058,500 Series B shares with a total nominal value of Rp248,605,850,000.
On March 8, 2004, we held an Extraordinary General Meeting of Shareholders which approved the split of nominal value of Series A share and Series B
shares from Rp500 to Rp100 per share, which increased our authorized shares to 20,000,000,000 shares and our issued shares to 5,177,500,000 shares. After the
stock split, the authorized capital of Indosat is Rp2,000,000,000,000 divided into 20,000,000,000 shares consisting of one Series A share and 19,999,999,999
Series B shares, each share of par value Rp100. Of our authorized capital, 5,177,500,000 shares were subscribed to and fully paid up in cash, consisting of one
Series A share and 5,177,499,999 Series B shares, or with a total nominal value of Rp517,750,000,000 by:
a. the Republic of Indonesia, one Series A share and 776,624,999 Series B shares with a total nominal value of Rp77,662,499,900;
b. Indonesia Communications Limited, 2,171,250,000 Series B shares with a total value of Rp217,125,000,000; and
c. the Public, 2,229,625,000 Series B shares with a total nominal value of Rp222,962,500,000.
The amendment to the Articles of Association of Indosat, necessitated by the stock split, has been reported to and accepted by the Minister of Justice and
Human Rights of Indonesia under number C-05582 HT.01.04.TH.2004, dated March 8, 2004. Such amendment has been registered in the Central Jakarta
Company Register Office under number 0540 / RUB.09.05 / III / 2004, dated March 9, 2004. On October 20, 2004, the Ministry of Justice and Human Rights of
Indonesia changed its name to the Ministry of Law and Human Rights of Indonesia.
Our Articles of Association (the “Articles”) state that any transaction involving a conflict of interest between us and our directors, commissioners and
shareholders should be approved by a shareholders’ meeting, in which approval is required from a majority of independent shareholders.
Each Director receives an annual bonus as well as other incentives in the event we surpass certain financial and operating targets, the amounts of which are
determined by our Board of Commissioners and reported at our annual general meeting of shareholders. Bonuses are budgeted annually and are based on the
recommendation of our Board of Directors, whose recommendation must be approved by our Board of Commissioners prior to submission to our shareholders.
Each Commissioner is granted a monthly honorarium and certain other allowances, the amounts of which are determined by our shareholders at our annual
general meeting of shareholders.
Our Board of Directors are responsible for leading and managing us in accordance with our objectives and purposes as well as to control, preserve and
manage our assets. To complete these responsibilities, our Board of Directors are authorized to cause us to borrow such sums as required from time to time
subject to the limitations
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set forth in the Articles. The borrowing powers of our Board of Directors may only be varied through an amendment to the Articles. The Articles do not contain
any requirement for the Directors to retire by a specified age or to own any or a specified number of our common shares.
Common Stock
The following is a summary of the material rights and restrictions related to the common stock of Indosat based upon applicable provisions of Indonesian
law and provisions of our Articles, which were most recently amended on November 9, 2006 and reported to the Minister of Law and Human Rights of Indonesia
on December 14, 2006. This description does not purport to be complete and is qualified by reference to the Articles and the laws of Indonesia relating to
companies, which may in certain instances differ from provisions contained in the Articles.
All of the shares of common stock are registered shares and are issued in the name of the owner of the common stock registered in the register of
shareholders of Indosat. The Board of Directors keep a register of shareholders of Indosat, and Indosat must treat the person whose name is entered in such
register of shareholders as the only person entitled to exercise any rights conferred by law with respect to such common stock.
All transfers of common stock must be evidenced by an instrument of transfer signed by or on behalf of the transferor and by or on behalf of the transferee
or based on other letters, which give satisfactory evidence of such transfer in the opinion of the Board of Directors. Transfers of common stock take effect only
after the transfer is registered in the register of shareholders. The transferor of any common stock will be treated as the owner of such common stock until the
name of the transferee has been entered in the register of shareholders.
The holders of common stock are entitled to pre-emptive rights if Indosat issues common stock, convertible bonds, warrants or similar securities. Such
pre-emptive rights may be transferred or assigned to third parties subject to the restrictions set forth in the stipulations in the Articles, prevailing capital markets
regulations and Indonesian law. Any rights issued shall be first approved by Indosat’s general meeting of shareholders and an announcement of such a plan shall
be made by the Board of Directors in two daily newspapers (one in the English language and one in the Indonesian language). If the holders of common stock do
not exercise their pre-emptive rights within the period fixed by the Board of the Directors in accordance with the relevant regulations, the Board of Directors may
issue such common stock, convertible bonds, warrants or similar securities to third parties at a price and on terms at least the same as that offered previously to
the existing shareholders and as determined by the Board of Directors.
Indosat’s authorized capital stock may be increased or decreased only by a resolution of an extraordinary general meeting of shareholders and an
amendment of the Articles. Any such Amendment will be effective only after it receives approval from the Minister of Law and Human Rights of Indonesia.
As an exception to the above provisions, Indosat, with the approval of a general meeting of shareholders at which the holder of the Series A share attends
and approves the resolution, may issue new shares without conducting a limited public offer to shareholders. This issuance may be done provided that this issue
is made for a specified number of shares and such shares are issued within a specified period of time in compliance with the Indonesian capital market
regulations or under any exemption Indosat may receive therefrom, and the said shares may be sold by Indosat to any person at a price and upon such conditions
as may be determined by the Board of Directors, provided that the price is not lower than par value. There are no limitations on the rights of foreign investors to
own our common stock.
These provisions also apply mutatis mutandis in the event Indosat issues convertible bonds and/or warrants and/or other similar securities, provided that
any new share issued resulting from convertible bonds and/or warrants and/or other similar securities shall be for a specified number of shares and within a
specified period of time in compliance with the Indonesian capital market regulations or any exemption as Indosat may receive therefrom.
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Series A Share
The material rights and restrictions which are applicable to the common stock are also applicable to the one Series A share, except that the Government
may not transfer the Series A share and it has veto rights with respect to: (i) increases in our share capital without pre-emptive rights; (ii) mergers, consolidations
and acquisitions involving us; (iii) liquidation and dissolution; and (iv) amendments to the Articles of Association related to our purposes and objectives and the
Series A holder’s veto rights.
Purpose and Duration

Pursuant to Article 3 of the Articles, Indosat’s purposes, objectives and business activities are as follows:
1. The purposes and objectives of Indosat are to undertake telecommunications network and/or services as well as the informatics business.
2. To achieve the purposes and objectives referred to above, Indosat is permitted to undertake various activities, including:
a. To carry out business and/or activities in the provision and services of the telecommunications network and/or services as well as the
informatics business;
b. To carry out business and/or activities of planning, construction of infrastructure, and provision of telecommunication as well as the
informatics business facilities and supporting resources;
c. To carry out business and activities to operate (including the marketing and sale of telecommunications networks and/or services as well as
the informatics business carried out by Indosat), to engage in the maintenance, research, development of the telecommunications as well as
the informatics business infrastructure and/or facilities, to conduct education and training, both within and outside the country; and
d. To carry out business and/or activities related to the development of telecommunications as well as the informatics business.
We were established on November 10, 1967 with no time limit on our establishment, provided, however, that our foreign investment license only remains
valid until March 2033.
Voting Rights
Each share of common stock entitles the registered holder thereof to one vote at any general meeting of shareholders of Indosat.
An annual general meeting of shareholders must be held, at the latest, on June 30 of each year. At such annual general meeting, the Directors must
(i) report on the affairs and management of Indosat and the results for the most recent financial year; (ii) submit the audited balance sheet and audited profit and
loss statement for such financial year to the meeting for approval; (iii) determine the plan for use of profit and the amount of dividend for such financial year;
(iv) submit a request for the appointment of a public accountant; and (v) submit all other matters to be addressed at the meeting. All materials described in
(i) through (v) will be made available at Indosat for inspection by shareholders no later than 21 days prior to the annual general meeting of shareholders.
Proposals duly submitted by shareholders representing at least 25% of Indosat’s subscribed shares may be included in the agenda of such meeting, provided that
such proposals are received by the Board of Directors at least 14 days prior to such meeting.
The Board of Directors or the Board of Commissioners may convene an extraordinary general meeting of shareholders and must convene such a meeting
upon receipt of written notice from a shareholder or shareholders representing at least 10% of the subscribed shares of Indosat. If the Directors fail to provide
notice of such a meeting within 35 days of sending such notice, the shareholders concerned or the Board of Commissioners may call such meeting at the expense
of Indosat.
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Announcement of a general meeting is given to shareholders at least 14 days prior to the notice for the general meeting by an advertisement in at least two
daily newspapers (one in the Indonesian language and one in the English language), one of which has a wide circulation in Indonesia. Notice must be given by
placement of advertisement in at least two daily newspapers, one of which is in the Indonesian language and has a wide circulation in Indonesia and one of which
is in the English language at least 14 days before the date of the meeting in the case of an extraordinary general meeting and at least 21 days before the date of an
annual general meeting, in each case, excluding the date of the notice and the date of the meeting.
If all shareholders are present and/or represented, notice requirements may be waived and the general meeting of shareholders may adopt binding
resolutions.
The quorum for a general meeting of shareholders requires shareholders representing at least 50% of the issued shares of common stock to be represented
in person or by a power of attorney at such meeting.
Shareholders may be represented at a general meeting of shareholders by a person holding a power of attorney, but no Commissioner, Director or
employee of Indosat may act in such capacity. Unless otherwise provided in the Articles, and subject to the special voting rights of the Special Share, resolutions
in order to be adopted must receive the affirmative vote of the holders of more than 50% of the shares of common stock which are present and being voted at the
meeting (simple majority votes).
Fiscal Year and Accounts

Our fiscal year commences on January 1 and ends on December 31.
No later than 90 days from the closing of the fiscal year, the Board of Directors must submit the balance sheet, profit and loss account and other financial
statements audited by a public accountant to the Board of Commissioners, who must review these statements and report on this review to the general meeting of
shareholders. Copies of such documents must be available at the head office of Indosat from the date of notice for the annual general meeting of shareholders up
to the date of closing of the annual general meeting of shareholders.
The annual general meeting of shareholders will consider and decide whether or not the balance sheet and profit and loss account of Indosat is approved.
Such approval fully discharges the Board of Directors and the Board of Commissioners from their responsibilities during the fiscal year concerned to the extent
that such actions are reflected in such balance sheet and profit and loss account.
Utilization of Profit and Dividends

The profit of Indosat, as determined by the annual general meeting of shareholders, after deduction of corporate tax, must be used as a reserve fund, for
dividends and for other purposes, the percentage of which must be determined annually by a general meeting of shareholders.
Dividends are paid in accordance with a resolution adopted at a general meeting of shareholders, upon the recommendation of the Board of Directors,
which resolution also determines the time and manner of payment of the dividends. All shares of common stock which are fully paid and outstanding at the time
a dividend or other distribution is declared are entitled to share equally in such dividends or other distribution. Dividends are payable to the persons whose names
are entered in the register of shareholders of Indosat, on a business day determined by the general meeting of shareholders at which the resolution for the
distribution of dividends is adopted.
The Board of Directors and the Board of Commissioners may, by resolutions of both, declare interim dividends if the financial condition of Indosat so
permits, provided that such interim dividends are offset against the dividends to be declared at the subsequent annual general meeting.
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Dividends unclaimed after five years from the date of which they are payable cease to be payable and are to be credited to the reserve fund of Indosat.
Notices concerning dividends and interim dividends must be announced in a at least two daily newspapers in the Indonesian language with wide or national
circulation in Indonesia, in one daily newspaper in the English language and on the stock exchange where the shares are listed.
If the profit and loss account in one fiscal year shows a loss which cannot be covered by the reserve fund referred to below, the loss remains recorded as
such in the profit and loss account and for the succeeding years Indosat is deemed not to have made a profit if the loss recorded as such in the profit and loss
account has not been fully covered.
To cover future losses, a reserve fund may be created and the amount of the reserve fund will be determined by a general meeting of shareholders. The
reserve fund may be used for capital outlays or other purposes as determined at the annual general meeting of shareholders. However, it must only be used for the
benefit of Indosat. Any profits earned from such reserve fund shall be entered in the profit and loss account of Indosat.
Amendments to the Articles of Association

Amendments to the Articles may be made only by a resolution of an extraordinary general meeting of shareholders attended by at least two-thirds of the
shareholders and approved by two-thirds of the shareholders with voting rights, provided that (i) increases in our share capital without pre-emptive rights,
(ii) mergers, consolidations and acquisitions involving us, (iii) liquidation and dissolution and (iv) amendments to the Articles of Association related to our
purposes and objectives and the Series A holder’s veto rights can be affected only if the meeting is attended and the action approved by the holder of the Series A
share.
A resolution regarding a reduction of the authorized and issued capital must be published by the Board of Directors in the State Gazette of Indonesia and at
least two daily newspapers, one of which is in the Indonesian language having a national circulation, and the other in the English language, for the benefit of
creditors. In case a quorum for the extraordinary general meeting is not reached, within seven to thirty days from the original extraordinary general meeting a
second meeting may be held to decide on matters which were not resolved at the first meeting and these matters may be approved by majority vote. Amendments
related to a reduction of capital only become effective upon the approval of the Ministry of Law and Human Rights of Indonesia.
Transactions with Affiliates

It is the policy of Indosat not to enter into transaction with affiliates unless the terms thereof are no less favorable to Indosat than those which could be
obtained by Indosat on an arm’s length basis from an unaffiliated third party.
Under Bapepam regulations and Article 13 of our Articles of Association, any transaction in which there is a conflict of interest (as defined below) must be
approved by a majority of the shareholders of common stock who do not have a conflict of interest in the proposed transaction, unless the conflict existed before
Indosat was listed and was fully disclosed in the offering documents. A conflict of interest is defined in Bapepam regulations to mean the difference between the
common interests of Indosat and its shareholders, on the one hand, and the personal economic interests of the members of the Board of Commissioners, Board of
Directors or controlling shareholders (a holder of 25% or more of the issued shares, or less than 25% of the issued shares but having the ability to control us
through appointments to the Board of Directors and Board of Commissioners), jointly or severally. A conflict of interest also exists under Bapepam regulations
when members of the Board of Commissioners, Board of Directors or a controlling shareholder of Indosat is involved in a transaction in which their personal
interests may be in conflict with the interest of Indosat, unless otherwise excepted by Bapepam regulations.
We expect, in light of the substantial presence which enterprises owned or controlled by the Government or ICL or one of their affiliates have in Indonesia,
that it may be desirable, in connection with the development and
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growth of our business, for us to enter into joint ventures or other arrangements or transactions with such enterprise from time to time. Under such circumstances,
we may seek to consult Bapepam in determining whether the proposed joint venture, arrangement or transaction would require a vote of disinterested
shareholders under the terms of the Bapepam rule. If Bapepam were of the view that the proposed joint venture, arrangement or transaction would not require a
vote of disinterested shareholders under its rule, we would proceed without seeking disinterested shareholder approval. If, however, Bapepam were to take the
position that the proposal would require a vote of disinterested shareholders under its rule, we would either seek to obtain the requisite disinterested shareholder
approval or abandon the proposal.
Material Contracts
On May 12, 2006, we entered into a Term Facility Agreement and related documentation in connection with a US$38,000,000 export credit facility
arranged by ABN Amro Bank N.V., Jakarta Branch with Finnish Export Credit Ltd acting as the original lender.
On July 17, 2006, Lintasarta obtained approval from Bank Niaga, as lender, in connection with the issuance of limited bonds (the “Limited Bonds II”). The
Limited Bonds II were issued to stockholders on June 14, 2006 and have a total face value of Rp66.2 billion, including our portion of Rp35.0 billion.
On December 28, 2006, we entered into an amendment to our interconnection agreement with Telkom in order to comply with the cost-based tariff
obligations implemented under the Ministry of Communication and Technology’s Regulation No. 8 / 2006. Effective January 1, 2007, these amendments
changed our tariff rates related to our mobile networks and our fixed line networks, including local, long distance and international services.
On May 9, 2007, we entered into two trustee agreements with PT Bank Rakyat Indonesia (Persero) Tbk as trustee, in connection with our Fifth Indosat
Bonds (the “Fifth Indosat Bonds”) and our Indosat Sukuk Ijarah Bonds (the “Second Syari’ah Ijarah Bonds”). The Fifth Indosat Bonds were issued on May 29,
2007 and have a total face value of Rp2,600.0 billion. The Second Syari’ah Ijarah Bonds were issued on May 29, 2007 and have a total face value of up to
Rp400.0 billion.
On May 30, 2007, we entered into a credit agreement with Goldman Sachs International of Rp434.3 billion and received US$50.0 million of such amount
denominated in U.S. dollars to purchase telecommunications equipment. The loan will mature on May 30, 2013. The loan bears interest at the fixed annual rate
of 8.75%, which is payable quarterly every February 28, May 30, August 30 and November 30, commencing August 30, 2007, up to and including February 28,
2012.
On August 28, 2007 and October 30, 2007, we entered into amendments to our credit agreement with BCA relating to a five-year credit facility for
Rp1,600.0 billion and Rp400.0 billion.
On September 18, 2007, we entered into a credit agreement with PT Bank Mandiri Tbk for a five-year credit facility amounting to Rp2,000.0 billion.
On November 1, 2007, we entered into a credit agreement with Bank DBS Indonesia for a five-year credit facility amounting to Rp500.0 billion.
On November 27, 2007, we entered into two facility agreements with HSBC France and one facility agreement with The Hong Kong and Shanghai
Banking Corporation Limited, Jakarta Branch to finance our new telecommunications satellite. These combined export credit and commercial financing facilities
amount to US$228.4 million.
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On March 17, 2008, we entered into two trustee agreements with PT Bank Rakyat Indonesia (Limited by Shares) Tbk as trustee, in connection with our
Sixth Indosat Bonds (the “Sixth Indosat Bonds”) and our Indosat Sukuk Ijarah Bonds (the “Third Syari’ah Ijarah Bonds”). The Sixth Indosat Bonds were issued
on April 9, 2008 and have a total face value of Rp1,080.0 billion. The Third Syari’ah Ijarah Bonds have a total face value of up to Rp570.0 billion.
For further information on these agreements, see “Item 4: Information on the Company—Principal Indebtedness.”
On December 18, 2007, we entered into a cooperation agreement with Telkom to set up network interconnection with our cellular wireless network and
Telkom’s fixed telecommunications network. Under this agreement, we and Telkom agreed to open prefixes and access codes belonging to the other party which
enable each party’s customers to make interconnection calls of various types between our cellular wireless network and Telkom’s fixed telecommunications
network. The agreement sets forth the interconnection tariffs for providing interconnection services based upon a cost-based regime and is valid for two years,
but can be extended or terminated based upon mutual agreement of the parties. On March 31, 2008, such agreement was amended in order to comply with BRTI
letter No. 009 / DJPT3 / KOMINFO / II / 2008, regarding the implementation of interconnection arrangements for 2008.
On December 18, 2007, we entered into an interconnection agreement with Telkom to set up network interconnection with our fixed telecommunications
network and Telkom’s fixed telecommunications network. Under this agreement, we and Telkom agreed to open prefixes and access codes belonging to the other
party which enable each party’s customers to make local, long-distance and international calls between our fixed telecommunications network and Telkom’s
fixed telecommunications network. The agreement sets forth the interconnection tariffs for providing interconnection services based upon a cost-based regime
and is valid for two years, but can be extended or terminated based upon mutual agreement of the parties.
A copy of the above agreements are filed as Exhibits 4.2 through 4.4 and 15.1 through 15.13 and are attached hereto.
Exchange Controls
See “Item 3: Key Information—Foreign Exchange” included elsewhere in this annual report.
Taxation
The following summary contains a description of the principal Indonesian and U.S. federal tax consequences of the purchase, ownership and disposition of
ADSs or shares of common stock. This summary does not purport to be a competitive description of all of the tax considerations that may be relevant to a
decision to purchase, own or dispose of ADSs or shares of common stock. PROSPECTIVE PURCHASERS SHOULD CONSULT THEIR TAX ADVISORS
ABOUT THE INDONESIAN AND U.S. FEDERAL, STATE AND LOCAL TAX CONSEQUENCES TO THEM OF THE PURCHASE, OWNERSHIP AND
DISPOSITION OF ADSs OR SHARES OF COMMON STOCK.
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Indonesian Taxation
The following is a summary of the principal Indonesian tax consequences of the ownership and disposition of common stock or ADSs to a non-resident
individual or non-resident entity that holds common stock or ADSs (a “Non-Indonesian Holder”). As used in the preceding sentence, a “non-resident individual”
is a foreign national individual who is not physically present in Indonesia for 183 days or more during any twelve-month period or present for any period with the
intent to reside in Indonesia, during which period such non-resident individual receives income in respect of the ownership or disposition of common stock or
ADSs, and a “non-resident entity” is a corporation or a non-corporate body that is established, domiciled or organized under the laws of a jurisdiction other than
Indonesia and does not have a fixed place of business or otherwise conducts business or carries out activities through a permanent establishment in Indonesia
during an Indonesian tax year in which such non-Indonesian entity receives income in respect of the ownership or disposition of common stock or ADSs. In
determining the residency of an individual or entity, consideration will be given to the provisions of any applicable double taxation treaty to which Indonesia is a
party.
Dividends. Dividends declared by us out of retained earnings and distributed to a Non-Indonesian Holder in respect of common stock or ADSs are subject
to Indonesian withholding tax, currently at the rate of 20%, on the amount of the distribution (in the case of cash dividends) or on the shareholders’ proportional
share of the value of the distribution. A lower rate provided under double taxation treaties may be applicable provided the recipient is the beneficial owner of the
dividend and has provided to us (with a copy to the Indonesian Office of Tax Services where we are registered) a certificate of tax domicile issued by the
competent authority, or its designee, of the jurisdiction where the Non-Indonesian Holder is domiciled. Indonesia has concluded double taxation treaties with
over 50 countries, including Australia, Belgium, Canada, France, Germany, Japan, Malaysia, The Netherlands, Singapore, Sweden, Switzerland, the United
Kingdom and the United States of America. Under the U.S.-Indonesia tax treaty, the withholding tax on dividends is generally, in the absence of a 20% voting
interest, reduced to 15%.
Capital Gains. The sale or transfer of common stock listed on an Indonesian stock exchange is subject to tax at the rate of 0.1% of the value of the
transaction. The broker handling the transaction is obligated to withhold such tax. The holding, sale or transfer of founder shares listed on an Indonesian stock
exchange may, under current Indonesian tax regulations, be subject to an additional 0.5% final income tax. Subject to the promulgation of implementing
regulations (which have not been issued to date), the estimated net income received or accrued from the sale of movable assets in Indonesia, which may include
common stock not listed on an Indonesian stock exchange or ADSs, by a Non-Indonesian holder (with the exception of the sale of assets under Article 4
paragraph (2) of the Indonesian income tax law) may be subject to Indonesian withholding tax at the rate of 20%. However, this provision in the income tax law
is not currently applied in practice. It is expected that, if and when further implementing regulations are issued in respect to this provision in the income tax law,
in practice this withholding tax will (i) only be applied if common stock not listed on an Indonesian stock exchange is purchased and paid for by an Indonesian
resident subject to tax or by a permanent establishment in Indonesia of a non-resident entity or individual and (ii) not affect the net proceeds from any sale or
transfer of ADSs through a regular trade on the NYSE by a Non-Indonesian Holder.
In cases where a purchaser or Indonesian broker will be required under Indonesian tax laws to withhold tax on payment of the purchase price for common
stock or ADSs, that payment may be exempt from Indonesian withholding or other Indonesian income tax under applicable double taxation treaties to which
Indonesia is a party (including the U.S.-Indonesia double taxation treaty). However, current Indonesian tax regulations do not provide specific procedures for
removing the purchaser’s or Indonesian broker’s obligation to withhold tax from the proceeds of such sale. To take advantage of the double taxation treaty relief,
Non-Indonesian Holders may have to seek a refund from the Indonesian Tax Office by making a specific application accompanied by a Certificate of Domicile
issued by the competent tax authority, or its designee, of the jurisdiction in which the Non-Indonesian Holder is domiciled.
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Stamp Duty. Transactions in common stock in Indonesia are subject to stamp duty payable at the rate of Rp6,000 on transactions with a value of more than
Rp1,000,000 and Rp3,000 on transactions with a value of between Rp250,000 to Rp1,000,000. Transactions with a value of less than Rp250,000 are not subject
to stamp duty.
U.S. Federal Income Taxation

The following discussion addresses the principal U.S. federal income tax consequences to a U.S. Holder, as defined below, of owning ADSs or shares of
common stock. The description below is based on the Internal Revenue Code of 1986, as amended (the “Code”), Treasury Regulations promulgated thereunder,
the income tax convention between the United States and Indonesia and judicial and administrative interpretations thereof, all as in effect on the date hereof and
all of which are subject to change, possibly retroactively. The tax treatment of a holder of ADSs or shares of common stock may vary depending upon the
holder’s particular situation. Certain holders (including, but not limited to, insurance companies, tax-exempt organizations, financial institutions, persons subject
to the alternative minimum tax, broker-dealers, persons that have a “functional currency” other than the U.S. dollar, persons that received ADSs or shares of
common stock as compensation for services, persons owning, directly or indirectly, 10% or more of our voting shares, and persons who hold ADSs or shares of
common stock as part of a “hedge,” “straddle” or “conversion transaction” within the meaning of Sections 1221, 1092 and 1258 of the Code and the Treasury
Regulations thereunder) may be subject to special rules not discussed below. Except as discussed below with regard to persons who are not U.S. Holders, the
following summary is limited to U.S. Holders who will hold ADSs or shares of common stock as “capital assets” within the meaning of Section 1221 of the
Code. The discussion below does not address the effect of any state or local tax law on a holder of ADSs or shares of common stock.
As used herein, the term “U.S. Holder” means a holder of ADSs or shares of common stock that is for U.S. federal income tax purposes (i) a citizen or
resident of the United States; (ii) a corporation (including any entity treated as a corporation for U.S. federal income tax purposes) created or organized in or
under the laws of the United States, any state thereof or the District of Columbia; (iii) an estate whose income is subject to U.S. taxation regardless of its source;
(iv) certain trusts; or (v) a holder whose income in respect of the ADSs or shares of common stock is subject to U.S. federal income tax on a net income basis.
If a partnership or other entity or arrangement treated as a partnership for U.S. federal income tax purposes holds ADSs or shares of common stock, the tax
treatment of a partner will generally depend upon the status of the partner and the activities of the partnership. A U.S. Holder that is a partner of a partnership
holding ADSs or shares of common stock is urged to consult its own tax advisor.
The summary below does not discuss all aspects of U.S. federal income taxation that may be relevant to a particular holder of ADSs or shares of common
stock in light of their (or its) particular circumstances and income tax situation. Prospective holders should consult their own tax advisors as to the specific tax
consequences to them of the purchase, ownership and disposition of ADSs or shares of common stock, including the application and the effect of state, local,
foreign and other tax laws and the possible effects of changes in United States or other tax laws.
Taxation of Distributions. Subject to the discussion under “Passive Foreign Investment Company Status” below, for U.S. federal income tax purposes, the
amount of a distribution with respect to ADSs or shares of common stock (including any withholding tax deemed to be imposed with respect to such
distributions) will be treated as a dividend taxable as ordinary income on the date of receipt by the Depositary or the holder, respectively, to the extent of our
current and accumulated earnings and profits as determined for U.S. federal income tax purposes. Distributions, if any, in excess of such current and accumulated
earnings and profits will first constitute a non-taxable return of capital to the extent thereof, and then as a capital gain realized on the disposition of the ADSs or
shares of common stock. The portion of any distribution treated as a non-taxable return of capital will reduce such holder’s adjusted tax basis in such ADSs or
shares of common stock. Such
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capital gain will be long-term if the ADSs or shares of common stock have been held longer than one year. U.S. Holders will not be eligible for the dividends
received deduction otherwise allowed under the Code for distributions to domestic corporations in respect of distributions on the ADSs or common stock.
For taxable years beginning before January 1, 2011, “qualified dividend income” received by an individual is subject to federal income taxation at rates
lower than those applicable to ordinary income. The top federal income tax rate on such qualifying dividends received by an individual is 15%, or 5% for those
whose incomes fall in the 10% or 15% brackets. Based upon our existing and anticipated future operations and current assets, we believe that we are a “qualified
foreign corporation” and that our dividends paid to U.S. Holders who are individuals will be eligible to be treated as “qualified dividend income” provided that
applicable holding period requirements with respect to the ADSs or common stock and other applicable requirements are satisfied by such U.S. Holders.
Dividends paid by a foreign corporation that is classified as a passive foreign investment company (“PFIC”) are not “qualified dividend income.” See “—Passive
Foreign Investment Company Status” below.
If a distribution is paid in any currency other than U.S. dollars, the amount of the distribution will be translated into U.S. dollars at the spot rate on the date
the distribution is received (which for holders of ADSs, would be the date such dividend is received by the Depositary), regardless of whether the distributions
are in fact converted into U.S. dollars on that date. Any gain or loss in respect of such non-U.S. currency arising from exchange rate fluctuations after that date
will be ordinary income or loss.
Taxation of Capital Gains and Losses. Subject to the discussion under “Passive Foreign Investment Company Status” below, a U.S. Holder will generally
recognize a taxable gain or loss on the sale, exchange or other disposition of ADSs or shares of common stock in an amount equal to the difference between the
amount realized on the sale, exchange or other disposition and such holder’s adjusted tax basis in such ADSs or shares of common stock. This will result in a
long-term or short-term capital gain or loss, depending on whether the ADSs or shares of common stock have been held for more than one year. For
non-corporate U.S. Holders, the U.S. income tax rate applicable to the net long-term capital gain recognized for a year upon a sale, exchange or other disposition
of ADSs or shares of common stock will not exceed 15% for taxable years beginning before January 1, 2011. Deposit and withdrawal of common stock in
exchange for ADSs by a U.S. Holder will not result in a realization of gain or loss for U.S. federal income tax purposes.
Passive Foreign Investment Company Status. Special U.S. federal income tax rules apply to a U.S. Holder that holds an equity interest in a PFIC. In
general, a foreign corporation will constitute a PFIC for United States federal income tax purposes if 75% or more of its gross income for its taxable year consists
of passive income (generally, interest, dividend, rents, royalties and net gain from the disposition of assets that give rise to such income) or 50% or more of its
average assets held during a taxable year consist of passive assets. Passive assets are defined as assets that give rise, or that reasonably could give rise during the
reasonably foreseeable future, to passive income.
Based upon our existing and anticipated future operations and current assets, we believe that we are not, and anticipate that we will not become in the
foreseeable future, a PFIC. If we are not operated in the manner currently anticipated, however, we may be considered a PFIC for the current or for a subsequent
year depending upon our actual activities. Furthermore, because PFIC status depends upon the composition of a company’s income and assets and the market
value of its assets from time to time, there can be no assurance that we will not be considered a PFIC for any taxable year.
If we are or become a PFIC, a U.S. Holder that realized gain upon a sale or disposition of ADSs or shares of common stock would be treated as realizing
gain from such sale or disposition and certain “excess distributions” received ratably over such holder’s holding period for the ADSs or shares of common stock
and would be taxed at the highest tax rate in effect for each such year to which the gain or excess distribution was allocated, together with an interest charge on
the tax attributable to each such year. An election may be available to avoid these adverse tax consequences but only if (i) the U.S. Holder may and does elect to
annually mark-to-market the ADSs or shares of common stock, or (ii) assuming certain conditions which are unlikely to apply to us, the U.S. Holder elects to
include in income annually its share of our income and gain.
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Should we ever be classified as a PFIC, U.S. Holders are advised to consult their tax advisors concerning the U.S. federal income tax consequences of
holding the ADSs or shares of common stock and of making the mark-to-market election. A U.S. Holder who owns ADSs or shares of common stock during any
year that we are a PFIC must file with the Internal Revenue Service, or IRS, Form 8621.
Foreign Tax Credit Considerations. For United States federal income tax purposes, U.S. Holders will be treated as having received the amount of any
Indonesian tax withheld upon the payment of a dividend and as then having paid over the withheld taxes to Indonesia. As a result of this rule, the amount of
dividend included in a U.S. Holder’s gross income may be greater than the amount of cash actually received (or receivable) by the U.S. Holder.
Subject to the limitations and conditions set forth in the Code, U.S. Holders may elect to claim a credit against their U.S. federal income tax liability for
Indonesian tax withheld from dividends or Indonesian tax imposed on capital gains, if any, or, if they do not elect to credit any foreign tax for the taxable year,
they may deduct such tax. For purposes of the foreign tax credit limitation, foreign source income is classified into one of several “baskets,” and the credit for
foreign taxes on income in any basket is limited to United States federal income tax allocable to that income. In taxable years beginning before January 1, 2007,
dividends and capital gains will generally constitute “passive” or “financial services” income, while in taxable years beginning after December 31, 2006,
dividends and capital gains will, depending on a U.S. Holder’s particular circumstances, generally constitute “passive” or “general” income. Furthermore,
dividends will generally constitute foreign source income and currency gains and capital gains will generally constitute U.S. source income. Capital loss will
generally be allocated against U.S. source income. Because capital gains will generally constitute United States source income, as a result of the U.S. foreign tax
credit limitation, any Indonesian or other foreign tax imposed upon capital gains in respect of ADSs or shares of common stock may not be currently creditable
unless a U.S. Holder had other foreign source income for the year in the appropriate foreign tax credit limitation basket or an election to treat such gain as foreign
source income is available. Investors are urged to consult their tax advisors regarding the availability of the foreign tax credit under their particular
circumstances.
Non-U.S. Holders. Except for the possible imposition of U.S. backup withholding tax (see “—U.S. Backup Withholding and Information Reporting”),
payments of any dividend on an ADS or share of common stock to a holder who is not a U.S. Holder (a “non-U.S. Holder”) will not be subject to U.S. federal
income tax and gain from the sale, redemption or other disposition of an ADS or a shares of common stock, provided that:
a. the non-U.S. Holder shall not be or have been engaged in a trade or business in the United States;
b. there is no present or former connection between such non-U.S. Holder and the United States, including, without limitation, such non-U.S. Holder’s
status as a former citizen thereof or former resident thereof; and
c. in the case of a gain from the sale, redemption or other disposition of an ADS or share of common stock by an individual, the non-U.S. Holder is not
present in the United States for 183 days or more in the taxable year of the sale or certain other conditions are met.
If dividends, gain or income with respect to an ADS or share of common stock of a non-U.S. Holder is effectively connected with the conduct of such
trade or business (or attributable to a permanent establishment in the United States, in the case of a holder who is a resident of a country which has an income tax
treaty with the United States), the non-U.S. Holder may be subject to U.S. income taxes on such dividend, gain or income at the statutory rates provided for U.S.
Holders after deduction of deductible expenses allocable to such effectively connected dividend, gain or income. In addition, if such a non-U.S. Holder is a
foreign corporation, it may be subject to a branch profits tax equal to 30% of its effectively connected earnings and profits for the taxable year, as adjusted for
certain items, unless a lower rate applies under a United States income tax treaty with the non- U.S. Holder’s country of residence. For this purpose, dividends,
gain or income in respect of an ADS or share of common stock will be included in earnings and profits subject to the branch profits tax if the dividend, gain or
income is effectively connected with the conduct of the United States trade or business of the non-U.S. Holder.
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U.S. Backup Withholding and Information Reporting. Payments made by a U.S. paying agent or other U.S. intermediary broker in respect of ADSs or
shares of common stock may be subject to information reporting to the IRS and to a backup withholding tax. Backup withholding will not apply, however, (i) to
a holder who furnishes a correct taxpayer identification number and makes any other required certification or (ii) to a holder who is otherwise exempt from
backup withholding.
Any amounts withheld under the backup withholding rules from a payment to a holder will be allowed as a refund or a credit against such holder’s U.S.
federal income tax, provided that the holder has complied with applicable reporting obligations.
Documents on Display
Any material which is filed as an exhibit to this annual report on Form 20-F with the Commission is available for inspection at our offices. See “Item 4:
Information on the Company—Principal Registered Offices.”
Item 11: QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Quantitative and Qualitative Disclosure About Market Risk
We are exposed to market risks primarily from changes in foreign currency exchange rates, changes in interest rates and equity price risk on the value of
our long-term investments. To manage our foreign exchange and interest rate risks, we have entered into cross currency swap contracts, interest rate swap
contracts and currency forward contracts or other transactions aimed at reducing and/or managing the adverse impact of changes in foreign exchange and interest
rates on our operating results and cash flows. We accounted for these instruments as transactions not designated as hedges, wherein changes in the fair value are
charged or credited directly as expenses or income for the year. We also convert surplus Indonesian rupiah funds to U.S. dollars on a regular basis in amounts
necessary to meet our U.S. dollar expenses.
Interest Rate Sensitivity

As of December 31, 2007, most of our debts outstanding were at fixed rates. See “Item 4: Information on the Company—Principal Indebtedness.”
The following table provides information regarding our financial instruments that are sensitive to changes in interest rates. For long-term debts and bonds
payable, the table presents principal cash flows and related interest rates by expected maturity dates. The information presented in the table has been determined
based on the following assumptions: (i) variable interest rates in time deposits denominated in U.S. dollar and Indonesian rupiah are based on the available
interest rate in 2007; (ii) interest rates for long-term deposits denominated in Indonesian rupiah are based on three-month certificate of Bank Indonesia,
one-month certificate of Bank Indonesia and three month JIBOR on December 2007 plus a margin; and (iii) interest rates for long-term debts in U.S. dollars are
based on provisions in the various agreements. However, we cannot assure you that such assumptions will be correct for future periods. Such assumptions and
the information described in the table may be influenced by a number of factors, including increases in interest rates in Indonesia resulting from continued tight
liquidity and other monetary and macroeconomic factors affecting Indonesia.
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Expected Maturity Date (as of December 31, 2007)

Variable
Rate 2008 2009 2010 2011 2012 Thereafter Total
(%) Rp. Rp. Rp. Rp. Rp. Rp. Rp.
(Rp. in billion)
Assets:
Time deposits
Rp 6.75-8.25% 5,990.57 — — — — — 5,990.5
US$ 4-5% 1,811.8 — — — — — 1,811.8
Sub-total — 7,802.3 — — — — — 7,802.3
Total Assets — 7,802.3 — — — — — 7,802.3
Liabilities:
Short-term loan
Principal — — — — — — — —
Interest — — — — — — — —
Long-term debts
Rp.
Principal — 423.0 408.9 600.0 600.0 2,000.0 434.3 4,466.2
Interest 8.75-10.88% 427.7 397.8 328.1 271.0 180.7 19.0 1,624.2
US$
Principal — 71.4 71.4 71.4 35.7 — — 249.9
Interest 4.15% 9.6 6.7 3.7 0.7 — — 20.7
Sub-total
Principal — 494.4 480.3 671.4 635.7 2,000.0 434.3 4,716.1
Interest — 437.3 404.5 331.8 271.7 180.7 19.0 1,644.9
Bonds payable
Rp.
Principal — 1,860.0 56.4 640.0 1,100.0 — 3,200.0 6,856.4
Interest 10.20-16.00% 797.3 561.7 558.6 410.2 344.2 1,546.0 4,217.8
US$
Principal — — — 2,817.9 — 2,348.3 — 5,166.2
Interest 7.125-7.75% 385.7 385.7 385.7 167.3 83.7 — 1,408.1
Sub-total
Principal — 1,860.0 56.4 3,457.9 1,100.0 2,348.3 3,200.0 12,022.6
Interest — 1,183.0 947.4 944.3 577.5 427.8 1,546.0 5,625.9
Total Liabilities — 3,974.7 1,888.6 5,405.3 2,584.9 4,956.7 5,199.3 24,009.5
Net Cash Flows — 3,827.6 (1,888.6) (5,405.3) (2,584.9) (4,956.7) (5,199.3) (16,207.2)
In addition, as of December 31, 2006 and December 31, 2007, we held U.S. dollar-denominated and Indonesian rupiah-denominated deposits, which also
have exposure to interest rate fluctuations.
Exchange Rate Sensitivity

Our exposure to exchange rate fluctuations results primarily from U.S. dollar long-term debt obligations, bonds payable and accounts receivable and
payable.
Our accounts payable are primarily foreign currency net settlement payments to foreign telecommunications operators, while most of our accounts
receivable are Indonesian rupiah-denominated payments from domestic operators. To the extent the Indonesian rupiah appreciates further from exchange rates in
effect at December 31, 2007, our obligations under such accounts payable would decrease in Indonesian rupiah terms. The decreases in these obligations would
be offset in part by decreases in the value of foreign currency- denominated term deposits and by decreases in the value of foreign currency accounts receivable.
With respect to
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our foreign currency-denominated bonds payable, to the extent the Indonesian rupiah appreciates further from exchange rates in effect at December 31, 2007, our
obligations under our bonds payable would decrease in Indonesian rupiah terms.
The following table provides information about our financial instruments by functional currency and presents such information in Indonesian rupiah
equivalents, which is our reporting currency. The table summarizes information on instruments and transactions that are sensitive to foreign exchange rates,
including term deposits, accounts payable and receivable, and our financial instruments including term deposits, account receivable and account payable, and
their long term debt. The table presents principal cash flows by expected maturity dates.
The information presented in the table has been determined based on assumptions that the exchange rate for U.S. dollars is based on the Indonesian Central
Bank Rate on December 31, 2007 of Rp9,393 = US$1.00. However, we cannot assure you that such assumptions will be correct for future periods. Such
assumptions and the information described in the table may be influenced by a number of factors, including a further depreciation of the Indonesian rupiah in
future periods. See “Item 3: Key Information—Risk Factors—Future changes in the value of the Indonesian rupiah against the U.S. dollar or other currencies
could adversely affect our business.”
Expected Maturity Date as of December 31,

Foreign
Currency 2008 2009 2010 2011 2012 Thereafter Total
(in thousands) Rp. Rp. Rp. Rp. Rp. Rp. Rp.
(Rp. in million)
Assets:
Cash and cash equivalents
US$ denominated 207,702 1,950,942 — — — — — 1,950,942
Accounts receivable
US$ denominated 99,901 938,370 — — — — — 938,370
Derivative assets
US$ denominated 13,597 127,717 — — — — — 127,717
Other current assets
US$ denominated 332 3,116 — — — — — 3,116
Due from related parties
US$ denominated 2,351 22,083 — — — — — 22,083
Non-current assets—others
US$ denominated 1,230 11,553 — — — — — 11,553
Total Assets 325,113 3,053,781 — — — — — 3,053,781
Liabilities:
Accounts payable-trade
US$ denominated 21,649 203,347 — — — — — 203,347
Procurement Payable
US$ denominated 423,215 3,975,258 — — — — — 3,975,255
Accrued expenses
US$ denominated 22,164 208,186 — — — — — 208,186
Deposits from customers
US$ denominated 1,941 18,232 — — — — — 18,232
Derivative liabilities
US$ denominated 6,847 64,310 — — — — — 64,310
Other current liabilities
US$ denominated 34 319 — — — — — 319
Due to related parties
US$ denominated 2 17 — — — — — 17
Loans payable
US$ denominated 34,773 71,387 71,387 71,387 35,693 76,767 — 326,621
Bonds payable
US$ denominated 550,000 — — 2,817,900 — 2,348,250 — 5,166,150
Other non-current liabilities
US$ denominated 36,401 — 75,146 26,301 26,301 27,240 186,928 341,916
Total Liabilities 1,097,026 4,541,056 146,533 2,915,588 61,994 2,452,257 186,928 10,304,356
Net Cash Flows (771,913) (1,487,279) 146,533 (2,915,588) (61,994) (2,452,257) 186,928 (7,250,575)
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Equity Price Risk
Our long-term investments consist primarily of minority investments in the equity of private Indonesian companies and equity of foreign companies. With
respect to the Indonesian companies in which we have investments, the financial performance of such companies may be adversely affected by the economic
conditions in Indonesia.
Foreign Currency Swap Contracts and Currency Forward Contracts

During 2007, we maintained the existing foreign currency swap contracts that we entered in year 2004 to 2007. During January to May 2007, we entered
into several structured forward contracts with three separate international financial institutions in an effort to cost-effectively buy U.S. dollars.
On January 2, 2007, we entered into a contract to buy US$10.0 million at an exchange rate of Rp8,955 to US$1.00. Based on this contract:
• If the US$/Rp spot rate is lower than Rp9,600 to US$1.00, we will buy US$10.0 million at Rp8,955 on the respective settlement dates; and
• If the US$/Rp spot rate is at or higher than Rp9,600 to US$1.00, there will be no cash flow on the respective settlement dates.
Pursuant to this contract, the settlement dates are May 4, 2007, June 6, 2007 and July 5, 2007.
We terminated this contract on June 8, 2007 and, based on the confirmation of early termination, we were entitled to receive a termination settlement in the
amount of US$76,000.
On February 15, 2007, we entered into a contract to buy US$2.0 million with exchange rate Rp8,950 to US$1.00. Based on the contract:
• If the US$/Rp spot rate is lower than Rp9,215 to US$1.00, we will buy US$2.0 million at Rp8,950 on the respective settlement dates; and
Pursuant to this contract, the settlement dates will be every month starting March 20, 2007 to February 20, 2008.
On April 24, 2007, we entered into a contract to buy US$3.0 million or US$6.0 million, depending on the spot rate on the settlement date. Based on the
contract:
• If the US$/Rp spot rate is lower than Rp9,250 to US$1.00, we will buy U.S. dollars at the strike rate of Rp8,960 to US$1.00 on the respective
settlement dates, whereas:
• If the strike rate is less than the spot rate, we will buy US$3.0 million
• If the strike rate is at or higher than the spot rate, we will buy US$6.0 million
Pursuant to the contract, the settlement dates will be every month starting May 25, 2007 to April 24, 2008.
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On May 1, 2007, we entered into a contract to buy US$1.5 million or US$3.0 million, depending on the spot rate on the settlement date. Based on the
contract:
• If the US$/Rp spot rate is lower than Rp9,225 to US$1.00, we will buy U.S. dollars at the strike price of Rp8,985 to US$1.00 on the respective
• If the strike price is less than the spot rate, we will buy US$1.5 million
• If the strike price is at or higher than the spot rate, we will buy US$3.0 million
• If the US$/Rp spot rate is at or higher than Rp9,225 to US$1.00, there will be cash flow on the respective settlement dates.
Pursuant to the contract, the settlement dates were every month starting May 30, 2007 to December 26, 2007.
On May 3, 2007, we entered into a contract to buy US$3.0 million or US$6.0 million, depending on the spot rate on the settlement date. Based on the
contract:
• If the current difference between the US$/Rp spot rate on a monthly fixing date and Rp8,960 to US$1.00, accumulated with the differences that
resulted from the previous monthly fixing dates over the period from June 25, 2007 to December 24, 2007, was at or less than Rp600, then cash flow
on the monthly fixing date would be determined as follows:
• If the monthly US$/Rp fixing rate is higher than Rp8,960 to US$1.00, we will buy US$3.0 million at Rp8,960;
• If the monthly US$/Rp fixing rate is at or lower than Rp8,960 and higher than Rp8,925 to US$1.00, we will buy US$6.0 million at Rp8,960;
and
• If the monthly US$/Rp is at or lower than Rp8,925 to US$1.00, we will buy US$6.0 million at Rp9,057.
• On the first monthly fixing date where the current difference between the US$/Rp spot rate and Rp8,960 to US$1.00, accumulated with the
differences that resulted from the previous monthly fixing dates over the period from June 25, 2007 to December 24, 2007, is higher than Rp600,
there will be no cash flow on that monthly fixing date. In addition, there will be no cash flow for all the subsequent monthly fixing dates.
Pursuant to the contract, the settlement dates would be every month starting June 27, 2007 to December 28, 2007.
On August 24, 2007, this contract was automatically terminated because the accumulated difference between the US$/Rp spot rate and Rp8,960 to
US$1.00 was higher than Rp600.
On May 4, 2007, we entered into a contract to buy US$1.5 million or US$3.0 million depending on the spot rate on the settlement date. Based on the
contract:
• If the US$/Rp spot rate is lower than Rp9,225 to US$1.00, we will buy U.S. dollars at the strike price of Rp8,950 to US$1.00 on the respective
• If the strike price is less than the spot rate, we will buy US$1.5 million
• If the strike price is at or higher than the spot rate, we will buy US$3.0 million
• If the US$/Rp spot rate is at or higher than Rp9,225 to US$1.00, there will be cash flow on the respective settlement dates.
Pursuant to the contract, the settlement dates will be every month starting June 6, 2007 to December 6, 2007.
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On May 10, 2007, we entered into a contract to buy US$10.0 million with exchange rate of Rp8,790 to US$1.00. Based on the contract:
• If the US$/Rp spot rate was lower than Rp9,400 to US$1.00, we will buy US$10.0 million at Rp8,790 on the respective settlement dates; and
• If the US$/Rp spot rate was at or higher than Rp9,400 to US$1.00, there would be no cash flow on the respective settlement dates.
Pursuant to the contract, the settlement dates would be every month starting August 15, 2007 to November 16, 2007.
We terminated this contract on July 5, 2007 and, based on the confirmation of termination, we were entitled to receive a termination settlement in the
amount of US$335,000.
Interest Rate Swap Contracts

In January 2005, we entered into an interest rate swap contract with respect to US$50.0 million under which we exchanged our 7.75% fixed rate
obligations for an obligation to pay six-month LIBOR plus a fixed margin of 3.15% per annum over specified periods up to November 5, 2008. We terminated
this contract in May 2005.
In March 2006, we entered into interest rate swap contracts with respect to US$25.0 million under which we exchanged our 7.125% fixed rate obligations
for an obligation to pay 4.90% multiplied by a predetermined range accrual factor. The Range Accrual Factor is a percentage of number of days where yield for
ten-year United States Treasury Notes exceeds 3.95%. In October 06, we terminated such contract. We terminated this contract in October 2006.
In July 2006, we entered into interest rate swap contracts with respect to US$25.0 million under which we exchanged our 7.125% fixed rate obligations for
an obligation to pay 5.90% multiplied by a predetermined index. The index is a percentage of the number of days in which the 30-year U.S. Swap Rate is below
the 2-year U.S. Swap Rate. We do not have any interest rate swap contracts outstanding as of December 31, 2007. These contracts currently have the effect of
reducing our interest expenses with respect to the Guaranteed Notes due in 2012, but in the event that the 30-year U.S. Swap Rate is below the 2-year U.S. Swap
Rate, our interest expenses would increase, and any such increases could have a material adverse effect on our financial condition, results of operations and
liquidity position.] We terminated this contract in June 2007.
We do not have any interest rate swap contracts outstanding as of December 31, 2007.
Item 12: DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES

Not applicable.
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PART II
Item 13: DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES

Following the Asian financial crisis and the related devaluation of the Indonesian rupiah against the U.S. dollar in late 1997, Satelindo defaulted on its debt
obligations in 1998. Satelindo restructured its debt obligations in 2000. Immediately prior to the restructuring, Satelindo had a total principal amount of
indebtedness of US$530.5 million, of which US$519.1 million was restructured. As of December 31, 2007, neither we nor our subsidiaries had a material default
relating to our outstanding indebtedness.
Item 14: MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS
None.
Item 15: CONTROLS AND PROCEDURES

Disclosure Controls and Procedures
As of December 31, 2007 (the “Evaluation Date”), our management, including our President Director and Finance Director, carried out an evaluation of
the effectiveness of our disclosure controls and procedures, as defined in Rules 13(a)-15(e) and 15(d)-15(e) under the Exchange Act. Based on that evaluation,
we concluded that, as of the Evaluation Date, our disclosure controls and procedures were sufficient to provide reasonable assurance that information required to
be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported, within the time periods
specified in the applicable rules and forms, and that it is accumulated and communicated to our management, including our President Director and Finance
Director, as appropriate, to allow timely decisions regarding required disclosure.
Management’s Annual Report on Internal Control Over Financial Reporting

As required by section 404 of the Sarbanes-Oxley Act of 2002, our management is responsible for establishing and maintaining adequate internal control
over financial reporting, as defined in Rule 13a-15(f) under the Exchange Act. Our system of internal control over financial reporting was designed to provide
reasonable assurance to our management and Audit Committee of the reliability of our financial reporting and the preparation of published financial statements in
accordance with generally accepted accounting principles. Our Board of Directors conducted an evaluation of the effectiveness of our internal control over
financial reporting as of December 31, 2007 based on the framework in Internal Control—Integrated Framework, which is issued by the Committee of
Sponsoring Organizations of the Treadway Commission (“COSO”). Internal control over financial reporting includes those policies and procedures that
(1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company;
(2) provide reasonable assurance that transactions are recorded as necessary to permit the preparation of financial statements in accordance with generally
accepted accounting principles and that receipts and expenditures of the company are being made only in accordance with authorizations of our Board of
Directors; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the company’s assets
that could have a material effect on the financial statements. Based on this criteria, our management concluded that, as of December 31, 2007, our internal
control over financial reporting was effective.
All internal control systems, no matter how well designed, have inherent limitations, including the possibility of human error and the circumvention or
overriding of the controls and procedures which may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods
are subject to the risk that controls may become inadequate because of changes in conditions.
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Purwantono, Sarwoko & Sandjaja (member of Ernst & Young Global), the independent registered public accounting firm has audited our consolidated
financial statements included in this 20-F and has issued an attestation report on internal control over financial reporting as of December 31, 2007. This
attestation report is set forth on page F-4 of our consolidated financial statements attached hereto.
Changes in Internal Control Over Financial Reporting

There were no changes in our internal control over financial reporting during the period covered by this annual report that have materially affected, or are
reasonably likely to materially affect, our internal control over financial reporting.
Item 16A AUDIT COMMITTEE FINANCIAL EXPERT

The Board of Commissioners has determined that Lim Ah Doo is an “audit committee financial expert,” as defined in Item 16A of Form 20-F, and that
such person is also “independent,” as defined in Rule 10A-3 under the Exchange Act. For more information about Lim Ah Doo, see “Item 6. Directors, Senior
Management and Employees—Directors and Senior Management—Board of Commissioners.”
Item 16B CODE OF ETHICS

We have revised our Code of Ethics which applies to all employees, including our Chief Executive Officer, Chief Financial Officer and our principal
accounting officer. We have posted this Code of Ethics on our website at www.indosat.com, where it is publicly available. A copy of our new Code of Ethics is
filed as Exhibit 11.1 to our annual report on this Form 20-F.
Item 16C PRINCIPAL ACCOUNTANT FEES AND SERVICES

The following table contains a summary of the fees paid to Purwantono, Sarwoko & Sandjaja, the Indonesian member firm of Ernst & Young Global, our
independent external auditors for the years ended December 31, 2006 and 2007:
2006 2007
(1) (in US$)
Audit fees 2,148,126 2,132,600
(2)
Audit-related fees 2,003,654 1,557,200
(3)
Tax fees — —
(4)
All other fees — —
Total Fees 4,151,780 3,689,800
(1) Audit fees represent fees for professional services provided for the financial audit of our financial statements and of our subsidiaries, PT Indosat Mega Media, PT Aplikanusa Lintasarta,
PT Starone Mitra Telekomunikasi and PT Artajasa Pembayaran Elektrons and our internal control audit and attestation services in compliance with Section 404 of the Sarbanes-Oxley Act
of 2002.
(2) Audit-related fees primarily consist of fees for performing quarterly limited reviews of our consolidated financial statements including those of our subsidiaries and for performing services
in connection with our bond issuances in 2007 and providing documentation assistance related to compliance with Section 404 of the Sarbanes-Oxley Act of 2002 during 2006.
(3) Tax fees represent fees for professional services related to tax compliance and tax planning / advisory consultation.
(4) All other fees represent professional services provided for services not directly supporting financial statement audits.
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These professional services are covered within the scope of audit and permitted non-audit services as defined by the Commission’s regulations.
In June 2004, the Audit Committee adopted a policy pursuant to which all audit and non-audit services must be pre-approved by the Audit Committee.
Under no circumstances may our principal external auditors provide services that are prohibited by the Sarbanes-Oxley Act of 2002 or rules issued thereunder.
Non-prohibited audit-related services may be provided to us, subject to such pre-approval process and prohibitions. The pre-approval policy relates to all services
provided by our principal external auditor and does not include any pre-set fee limits that do not require pre-approval or any de minimis exception.
Item 16D EXEMPTIONS FROM THE LISTING STANDARDS FOR AUDIT COMMITTEES
In accordance with Indonesian law, we have a two-tier board structure, consisting of a Board of Commissioners and a Board of Directors. The executive
management functions are carried out by our Board of Directors, while our Board of Commissioners is principally responsible for supervising our Board of
Directors in the operation and management of us and to give advice to our Board of Directors.
Under Indonesia Stock Exchange rules, our Audit Committee must consist of at least three members, one of whom must be an independent commissioner
and concurrently the chairman of the audit committee, while the other two members must be external independent parties of whom at least one such party shall
have accounting and/or finance expertise. Our audit committee is composed of five members and is chaired by one of our Independent Commissioners. Members
of our Audit Committee are appointed and dismissed by our Board of Commissioners.
New listing rules adopted pursuant to Rule 10A-3 under the Exchange Act require a foreign private issuer with securities listed on the© New York Stock
Exchange to have an audit committee comprised of independent directors. The rules became effective on July 31, 2005. Under Rule 10A-3 (3), foreign private
issuers are exempt from such independence requirements if (i) the home country government or stock exchange requires the company to have an audit
committee; (ii) the audit committee is separate from the board of directors or has members from both inside and outside the board of directors; (iii) the audit
committee members are not elected by the management and no executive officer of the company is a member of the audit committee; (iv) the home country
government or stock exchange has requirements for an audit committee independent from the management of the company; and (v) the audit committee©
is
responsible for the appointment, retention and oversight of the work of external auditors. We rely on the general exemption under Rule 10A-3 (3) of the
Securities Exchange Act of 1934 with respect to the composition of our audit committee as set forth in our Section 303A.11 website disclosure, which is made
publicly available on our website, www.indosat.com.
We believe our reliance on the exemption would not materially or adversely affect the ability of the audit committee to act independently. We also believe
the intent of such provisions are meant to ensure that the Audit Committee is independent from influence by management and would provide a forum separate
from management in which auditors and other interested parties can candidly discuss concerns. The Indonesia Stock Exchange rules require that each member of
the Audit Committee be independent. It further requires that at least two of the members of the Audit Committee, the external independent members, in effect be
independent, not only of the Board of Directors but also of the Board of Commissioners and us as a whole. Accordingly, we believe the standard established by
the Indonesia Stock Exchange rules are at least equally effective in ensuring the ability of our Audit Committee to act independently.
Item 16E PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PURCHASERS
Not applicable.
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PART III
Item 17: FINANCIAL STATEMENTS

The financial statements listed in Item 19(a) of this annual report, together with the reports of our independent auditors thereon, are filed as part of this
annual report.
Item 18: FINANCIAL STATEMENTS

Not applicable. See Item 17.
Item 19: EXHIBITS
(a) Index to Consolidated Financial Statements
Independent auditor’s report F-3 - F-4
Consolidated Balance Sheets as of December 31, 2006 and 2007 F-5 - F-6
Consolidated Statements of Income for the Years Ended December 31, 2005, 2006 and 2007 F-7
Consolidated Statements of Changes in Stockholders’ Equity for the Years Ended December 31, 2005, 2006 and 2007 F-8 - F-9
Consolidated Statements of Cash Flows for the Years Ended December 31, 2005, 2006 and 2007 F-10 - F-11
Notes to Consolidated Financial Statements F-12 - F-112
(b) Index to Exhibits
1.1 Notarial Deed No. 7 relating to the amendment and restatement of Articles of Association, dated March 8, 2004
1.2 Notarial Deed No. 145, relating to the amendment of the Articles of Association, dated September 30, 2004
1.3 Notarial Deed No. 38, relating to the amendment of the Articles of Association, dated November 9, 2006
(1)
4.1 Form of Non-Compete Agreement
(1)
4.2 Interconnection Agreement between PT Indosat Tbk and PT Telekomunikasi Indonesia, dated December 28, 2006
4.3 Agreement for Network Interconnection for Fixed Telecommunication Network between PT Indosat Tbk and PT Telekomunikasi Indonesia, dated
December 18, 2007
4.4 Agreement for Network Interconnection for Cellular Wireless Network between PT Indosat Tbk and PT Telekomunikasi Indonesia, dated December 18,
2007 and its amendment, dated March 31, 2008
7.1 Operating and Financial Ratios
8.1 List of Our Subsidiaries

(1)
11.1 Code of Ethics, dated January 24, 2007
12.1 Certification by the Chief Executive Officer in accordance with Section 302 of the Sarbanes-Oxley Act of 2002
12.2 Certification by the Chief Financial Officer in accordance with Section 302 of the Sarbanes-Oxley Act of 2002
13.1 Certification by the Chief Executive Officer Required by 18 U.S.C. §1350
13.2 Certification by the Chief Financial Officer Required by 18 U.S.C. §1350
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15.1 Term Facility Agreement, dated May 12, 2006, among PT Indosat Tbk, as borrowing, arranged by ABN Amro Bank N.V., Jakarta Branch, with Finnish
Export Credit Ltd, as(2)original lender, and ABN Amro Bank N.V., Stockholm Branch, acting as facility agent in connection with a US$38,000,000
export credit facility
(1)
15.2 Revised Audit Committee Charter, dated December 21, 2006
15.3 Trustee Agreement for the Fifth Indosat Bonds, dated May 9, 2007
15.4 Credit Agreement with Goldman Sachs International dated May 30, 2007
15.5 Trustee Agreement for the Second Syari’ah Ijarah Bonds, dated May 9, 2007
15.6 Credit Agreement with Bank Central Asia, dated August 28, 2007
15.7 Credit Agreement with Bank Mandiri, dated September 18, 2007
15.8 First Amendment to Credit Agreement with Bank Central Asia, dated October 30, 2007
15.9 Credit Agreement with Bank DBS Indonesia, dated November 1, 2007
15.10 Sinosure Term Facility Agreement with HSBC France, dated November 27, 2007
15.11 Coface Term Facility Agreement with HSBC France, dated November 27, 2007
15.12 Commercial Facility Agreement with the Hongkong Shanghai Corporation Limited, Jakarta Branch, dated November 27, 2007
15.13 Trustee Agreement for the Sixth Indosat Bonds, dated March 17, 2008
15.14 Trustee Agreement for the Third Syari’ah Ijarah Bonds, dated March 17, 2008
(1) Incorporated by reference to our annual report on Form 20-F for the fiscal year ended December 31, 2006 (File No. 001-13330) filed with the U.S. Securities and Exchange Commission on
May 10, 2007.
June 28, 2006.
June 29, 2005.
We have not included as exhibits certain instruments with respect to our long-term debt, the total amount of debt authorized under each of which does not
exceed 10% of our total consolidated assets. We agree to furnish a copy of any such instrument to the Commission upon request.
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SIGNATURE
The registrant hereby certifies that it meets all of the requirements for filing on Form 20-F and that it has duly caused and authorized the undersigned to
sign this annual report on its behalf.
Date: May 05, 2008
PT INDOSAT TBK
By: /S/ JOHNNY SWANDI SJAM

Name: Johnny Swandi Sjam
Title: President Director
(Chief Exectuive Officer)
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Consolidated Financial Statements

With Report of Independent
Registered Public Accounting Firm
Years Ended December 31, 2005, 2006 and 2007
PT INDOSAT Tbk AND SUBSIDIARIES
F-1
Table of Contents
CONSOLIDATED FINANCIAL STATEMENTS
WITH REPORT OF INDEPENDENT
REGISTERED PUBLIC ACCOUNTING FIRM
YEARS ENDED DECEMBER 31, 2005, 2006 AND 2007
Table of Contents
Page
Report of Independent Registered Public Accounting Firm F-3 - F-4
Consolidated Balance Sheets F-5 - F-6
Consolidated Statements of Income F-7
Consolidated Statements of Changes in Stockholders’ Equity F-8 - F-9
Consolidated Statements of Cash Flows F-10 - F-11
Notes to Consolidated Financial Statements F-12 - F-112
***************************
F-2
Table of Contents
Report of Independent Registered Public Accounting Firm
Report No. RPC-8835
The Stockholders and Boards of Commissioners and Directors

PT Indosat Tbk
We have audited the accompanying consolidated balance sheets of PT Indosat Tbk (“the Company”) and its subsidiaries as of December 31, 2006 and
2007, and the related consolidated statements of income, changes in stockholders’ equity and cash flows for each of the three years in the period ended
December 31, 2007. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these
financial statements based on our audits.
We conducted our audits in accordance with auditing standards established by the Indonesian Institute of Certified Public Accountants and the standards of
the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance
about whether the financial statements are free of material misstatement. An audit also includes examining, on a test basis, evidence supporting the amounts and
disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in all material respects, the consolidated financial position of PT Indosat Tbk and
its subsidiaries as of December 31, 2006 and 2007, and the consolidated results of their operations and their cash flows for each of the three years in the period
ended December 31, 2007 in conformity with accounting principles generally accepted in Indonesia, which differ in certain respects from U.S. generally accepted
accounting principles (Notes 41, 42 and 43 to the consolidated financial statements).
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), PT Indosat Tbk and its
subsidiaries’ internal control over financial reporting as of December 31, 2007, based on criteria established in Internal Control-Integrated Framework issued by
the Committee of Sponsoring Organizations of the Treadway Commission and our report dated April 28, 2008 expressed an unqualified opinion thereon.
Purwantono, Sarwoko & Sandjaja

Jakarta, Indonesia
April 28, 2008
F-3
Table of Contents
Report of Independent Registered Public Accounting Firm
Report No. RPC-8836
The Stockholders and Boards of Commissioners and Directors

PT Indosat Tbk
We have audited PT Indosat Tbk (“the Company”) and its subsidiaries’ internal control over financial reporting as of December 31, 2007, based on criteria
established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (the COSO criteria).
The Company’s management is responsible for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of
internal control over financial reporting included in the accompanying Report of Management on Internal Control over Financial Reporting. Our responsibility is
to express an opinion on PT Indosat Tbk and its subsidiaries’ internal control over financial reporting based on our audit.
We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require
that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material
respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and
evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary
in the circumstances. We believe that our audit provides a reasonable basis for our opinion.
A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting
and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over
financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the
transactions and dispositions of the assets of the company, (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of
financial statements in accordance with generally accepted accounting principles and that receipts and expenditures of the company are being made only in
accordance with authorizations of management and directors of the company, and (3) provide reasonable assurance regarding prevention or timely detection of
unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of
effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions or that the degree of compliance with
the policies or procedures may deteriorate.
In our opinion, PT Indosat Tbk and its subsidiaries maintained, in all material respects, effective internal control over financial reporting as of
December 31, 2007, based on the COSO criteria.
We also have audited, in accordance with auditing standards established by the Indonesian Institute of Certified Public Accountants and the standards of
the Public Company Accounting Oversight Board (United States), the consolidated statements of financial position of PT Indosat Tbk and its subsidiaries as of
December 31, 2007 and 2006, and the related consolidated statements of operations, cash flows and shareholders’ equity for each of the three years in the period
ended December 31, 2007, and our report dated April 28, 2008, expressed an unqualified opinion thereon.

Jakarta, Indonesia
April 28, 2008
F-4
Table of Contents
CONSOLIDATED BALANCE SHEETS
December 31, 2006 and 2007
(Expressed in millions of rupiah and thousands of U.S. dollar, except share data)
2007
Notes 2006 2007 (Note 3)
Rp Rp US$
ASSETS
CURRENT ASSETS
Cash and cash equivalents 2c,4,26 2,807,260 8,053,006 857,341
Short-term investments—net of allowance for decline in value of Rp25,395 in 2006 and
2007 2d — 1,250 133
Accounts receivable 2e
Trade 5,15
Related parties—net of allowance for doubtful accounts of Rp141,263 in 2006
and Rp88,342 in 2007 26 174,742 133,345 14,196
Third parties—net of allowance for doubtful accounts of Rp423,730 in 2006
and Rp326,142 in 2007 1,096,866 897,623 95,563
Others—net of allowance for doubtful accounts of Rp16,572 in 2006 and Rp17,240
in 2007 10,392 20,901 2,225
Inventories 2f 110,935 161,573 17,202
Derivative assets 2q,29 16,550 127,717 13,597
Advances 19,071 38,017 4,047
Prepaid taxes 6,13 1,051,442 714,322 76,048
Prepaid expenses 2g,2p,25,26 324,875 618,893 65,889
Other current assets 2c,26 53,299 27,480 2,926
Total Current Assets 5,665,432 10,794,127 1,149,167
NON-CURRENT ASSETS
Due from related parties—net of allowance for doubtful accounts of Rp2,795 in 2006 and
Rp2,257 in 2007 2e,26 23,336 56,455 6,010
Deferred tax assets—net 2s,13 46,567 87,118 9,275
Investments in associated companies—net of allowance for decline in value of Rp56,300
in 2006 and 2007 2h,7 286 286 30
Other long-term investments—net of allowance for decline in value of Rp99,977 in 2006
and 2007 2h,8 8,509 2,730 291
Property and equipment 2i,2j,2o,
9,15,22
Carrying value 41,705,278 51,164,867 5,447,127
Accumulated depreciation (16,688,019) (20,493,483) (2,181,782)
Impairment in value (98,611) (98,611) (10,498)
Net 24,918,648 30,572,773 3,254,847
Goodwill and other intangible assets—net 2k,10 2,689,751 2,350,467 250,236
Long-term receivables 103,121 77,515 8,252
Long-term prepaid pension—net of current portion 2p,25,26 230,284 198,360 21,118
Long-term advances 11,26 213,771 646,997 68,881
Others 2c,2g,26 328,953 518,258 55,175
Total Non-current Assets 28,563,226 34,510,959 3,674,115
TOTAL ASSETS 34,228,658 45,305,086 4,823,282
The accompanying notes form an integral part of these consolidated financial statements.
F-5
Table of Contents
CONSOLIDATED BALANCE SHEETS—(continued)
December 31, 2006 and 2007
2007
Notes 2006 2007 (Note 3)
Rp Rp US$
LIABILITIES AND STOCKHOLDERS’ EQUITY
CURRENT LIABILITIES
Accounts payable—trade
Related parties 26 34,139 40,488 4,310
Third parties 270,292 405,962 43,220
Procurement payable 12,26 3,292,543 6,206,649 660,774
Taxes payable 2s,13 211,868 436,450 46,465
Accrued expenses 14,25,26 896,435 1,340,435 142,706
Unearned income 2n 571,944 709,827 75,570
Deposits from customers 93,044 40,947 4,359
Derivative liabilities 2q,29 224,293 64,310 6,847
Current maturities of:
Loans payable 2l,15 127,191 494,387 52,633
Bonds payable 2l,16 1,055,526 1,860,000 198,020
Other current liabilities 26 25,930 59,126 6,295
Total Current Liabilities 6,803,205 11,658,581 1,241,199
NON-CURRENT LIABILITIES
Due to related parties 26 29,440 64,850 6,904
Deferred tax liabilities—net 2s,13 1,244,502 1,482,221 157,801
Loans payable—net of current maturities 2l,15
Related parties 26 635,649 1,794,909 191,090
Third parties 869,045 2,454,124 261,272
Bonds payable—net of current maturities 2l,16 8,734,012 10,088,741 1,074,070
Other non-current liabilities 17,25,26 510,440 919,560 97,898
Total Non-current Liabilities 12,023,088 16,804,405 1,789,035
TOTAL LIABILITIES 18,826,293 28,462,986 3,030,234
MINORITY INTEREST 2b 200,620 297,370 31,659
STOCKHOLDERS’ EQUITY
Capital stock—Rp100 par value per A share and B share Authorized—1 A share and
19,999,999,999 B shares Issued and fully paid—1 A share and 5,433,933,499 B shares in
2006 and 2007 18,19 543,393 543,393 57,851
Premium on capital stock 18,19 1,546,587 1,546,587 164,653
Difference in transactions of equity changes in associated companies/subsidiaries 2h 403,812 403,812 42,991
Difference in foreign currency translation 2b 182 6,177 658
Retained earnings
Appropriated 66,157 80,258 8,544
Unappropriated 12,641,614 13,964,503 1,486,692
TOTAL STOCKHOLDERS’ EQUITY 15,201,745 16,544,730 1,761,389
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY 34,228,658 45,305,086 4,823,282
F-6
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CONSOLIDATED STATEMENTS OF INCOME
2007
Notes 2005 2006 2007 (Note 3)
Rp Rp Rp US$
OPERATING REVENUES 2n,20,26,
31,32,33
Cellular 8,644,951 9,227,537 12,752,496 1,357,660
Multimedia, Data Communication,
Internet (“MIDI”) 1,694,033 1,902,589 2,168,584 230,872
Fixed telecommunication 1,250,807 1,109,281 1,567,415 166,870
Total Operating Revenues 11,589,791 12,239,407 16,488,495 1,755,402
OPERATING EXPENSES 2n
Cost of services 21,26 2,626,945 2,704,173 4,779,883 508,877
Depreciation and amortization 2i,2k,9,10 3,080,205 3,653,266 4,195,202 446,631
Personnel 2m,2o,2p,19,
22,25,26 1,264,653 1,350,468 1,594,786 169,784
Administration and general 23,26 606,022 663,921 706,124 75,176
Marketing 360,049 468,920 692,896 73,767
Total Operating Expenses 7,937,874 8,840,748 11,968,891 1,274,235
OPERATING INCOME 3,651,917 3,398,659 4,519,604 481,167
OTHER INCOME (EXPENSES) 2n
Interest income 26 215,103 212,823 232,411 24,743
Gain (loss) on change in fair value of derivatives—net 2q,29 (44,209) (438,774) 68,023 7,242
Financing cost 2l,15,16,
24,26 (1,264,764) (1,248,899) (1,428,604) (152,092)
Amortization of goodwill 2k,10 (226,352) (226,507) (226,507) (24,115)
Gain (loss) on foreign exchange—net 2q,2r,5 (79,932) 304,401 (155,315) (16,535)
Gain on sale of investment in associated company 7 14,625 — — —
Gain on sale of other long-term investments—net 1,204 — — —
Others—net 13 85,117 21,202 (79,996) (8,517)
Other Expenses—Net (1,299,208) (1,375,754) (1,589,988) (169,274)
EQUITY IN NET INCOME (LOSS) OF ASSOCIATED COMPANY 2h,7 86 (238) — —
INCOME BEFORE INCOME TAX 2,352,795 2,022,667 2,929,616 311,893
INCOME TAX EXPENSE 2s,13
Current 331,541 199,629 660,675 70,337
Deferred 366,383 376,478 198,842 21,169
Total Income Tax Expense 697,924 576,107 859,517 91,506
INCOME BEFORE MINORITY INTEREST IN NET INCOME OF SUBSIDIARIES 1,654,871 1,446,560 2,070,099 220,387
MINORITY INTEREST IN NET INCOME OF SUBSIDIARIES 2b (31,390) (36,467) (28,056) (2,987)
NET INCOME 1,623,481 1,410,093 2,042,043 217,400
BASIC EARNINGS PER SHARE 2u,18,27 309.04 260.90 375.79 0.04
DILUTED EARNINGS PER 2u,18,
SHARE 19,27 309.04 258.82 375.79 0.04
BASIC EARNINGS PER ADS (50 B shares per ADS) 2u,18,27 15,452.16 13,045.17 18,789.73 2.00
2u,18,
DILUTED EARNINGS PER ADS 19,27 15,452.16 12,940.98 18,789.73 2.00
F-7
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CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY
(Expressed in millions of rupiah)
Difference in Retained Earnings

Transactions Appropriated Unappropriated
of Equity Changes Difference
Capital Stock— in Associated in Foreign
Issued and Premium on Companies/ Stock Currency
Description Notes Fully Paid Capital Stock Subsidiaries Options Translation Net
Balance as of January 1, 2005 528,531 880,869 403,812 71,207 429 33,590 11,266,154 13,184,592
Employee Stock Option Program
(“ESOP”):
Issuance of capital stock resulting
from the exercise of ESOP
Phase I and Phase II 2m,18,19 7,086 297,405 — (71,183) — — — 233,308
Proportionate seven months’
compensation expense relating
to ESOP Phase II 2m,19,22 — — — 90,739 — — — 90,739
Decrease in difference in foreign
currency translation arising from the
translation of the financial statements
of Satelindo International Finance
B.V. from U.S. dollar, and of Indosat
Finance Company B.V. and Indosat
International Finance Company B.V.
from euro to rupiah—net of
applicable income tax benefit of
Rp64, Rp19 and Rp3, respectively 2b — — — — (201) — — (201)
Resolution during the Annual
Stockholders’ General Meeting on
June 8, 2005
Declaration of cash dividend 28 — — — — — — (816,591) (816,591)
Appropriation for reserve fund 28 — — — — — 16,332 (16,332) —
Net income for the year — — — — — — 1,623,481 1,623,481
Balance as of December 31, 2005 535,617 1,178,274 403,812 90,763 228 49,922 12,056,712 14,315,328
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CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY—(continued)
(Expressed in millions of rupiah)
Difference in Retained Earnings

Transactions Appropriated Unappropriated
of Equity Changes Difference
Capital Stock— in Associated in Foreign
Issued and Premium on Companies/ Stock Currency
Description Notes Fully Paid Capital Stock Subsidiaries Options Translation Net
ESOP:
Issuance of capital stock resulting
from the exercise of ESOP
Phase II 2m,18,19 7,776 368,313 — (90,763) — — — 285,326
Decrease in difference in foreign currency
translation arising from the translation of
the financial statements of Indosat
from euro, and Indosat Singapore Pte.
Ltd. and Satelindo International Finance
B.V. from U.S. dollar to rupiah—net of
applicable income tax benefit (expense)
of (Rp136), (Rp135), Rp17, and Rp272,
respectively 2b — — — — (46) — — (46)
Resolution during the Annual Stockholders’
General Meeting on June 29, 2006
Net income for the year — — — — — — 1, 410,093 1,410,093
Balance as of December 31, 2006 543,393 1,546,587 403,812 — 182 66,157 12,641,614 15,201,745
Increase in difference in foreign currency
translation arising from the translation of
the financial statements of Indosat
from euro, and Indosat Singapore Pte.
Ltd. from U.S. dollar to rupiah -net of
applicable income tax expense of
Rp1,272, Rp1,250, and Rp48,
respectively 2b — — — — 5,995 — — 5,995
Resolution during the Annual Stockholders’
General Meeting on June 5, 2007
Net income for the year — — — — — — 2,042,043 2,042,043
Balance as of December 31, 2007 543,393 1,546,587 403,812 — 6,177 80,258 13,964,503 16,544,730
F-9
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CONSOLIDATED STATEMENTS OF CASH FLOWS
(Expressed in millions of rupiah and thousands of U.S. dollar)
2007
Notes 2005 2006 2007 (Note 3)
Rp Rp Rp US$
CASH FLOWS FROM OPERATING ACTIVITIES
Cash received from:
Customers 11,402,721 12,177,148 16,678,536 1,775,635
Interest income 215,114 217,152 225,635 24,022
Refund of taxes 6 176,408 86,981 195,441 20,807
Termination of currency forward contracts 29n,29t — — 3,702 394
Interest rate swap contracts 29v,29x,29y 9,174 5,250 1,386 147
Cash paid to/for:
Employees, suppliers and others (4,405,641) (5,081,152) (6,975,765) (742,656)
Financing cost (1,166,621) (1,237,161) (1,367,791) (145,618)
Taxes (796,369) (391,881) (370,179) (39,410)
Swap cost from cross currency 29a,29c,
swap contracts 29e-29m (42,279) (103,216) (117,036) (12,460)
Termination of swap contracts 29c,
29u-29x (76,475) (3,498) — —
Net Cash Provided by Operating Activities 5,316,032 5,669,623 8,273,929 880,861
CASH FLOWS FROM INVESTING ACTIVITIES
Proceeds from capital contribution of minority interest 1d — — 47,685 5,077
Dividend income received 8 — — 40,105 4,270
Proceeds from sale of property and equipment 9 463 1,249 478 51
Acquisitions of property and equipment 9 (6,771,870) (6,054,014) (6,933,646) (738,172)
Additional advances for purchase of property and equipment (36,550) — (433,226) (46,122)
Acquisition of intangible assets 10 — (320,000) (10,532) (1,121)
Purchase of short-term investments (47,341) — (1,250) (133)
Proceeds from sale of short-term investment 1,131 47,587 — —
Purchase of other long-term investment 8 — (5,779) — —
Proceeds from sale of other long-term investments 8 100,631 — — —
Decrease in restricted cash and cash equivalents 81,288 — — —
Proceeds from sale of investments in subsidiaries 1d 40,141 — — —
Proceeds from sale of investment in associated company 7 14,625 — — —
Additional investment in a subsidiary 1d (17,481) — — —
Net Cash Used in Investing Activities (6,634,963) (6,330,957) (7,290,386) (776,150)
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CONSOLIDATED STATEMENTS OF CASH FLOWS—(continued)
(Expressed in millions of rupiah and thousands of U.S. dollar)
2007
Notes 2005 2006 2007 (Note 3)
Rp Rp Rp US$
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from long-term loans 15 40,059 357,366 4,450,924 473,855
Proceeds from bonds payable 16 3,484,992 31,150 3,000,000 319,387
Repayment of long-term loans 15 (653,579) (84,394) (1,377,742) (146,678)
Repayment of bonds payable 16 (51,347) (956,644) (1,050,000) (111,785)
Cash dividend paid 28 (816,591) (808,956) (705,053) (75,062)
Swap cost from cross currency swap contracts 29b,29d (64,121) (61,885) (61,572) (6,555)
Cash dividend paid by subsidiaries to minority interest (9,046) (11,537) (14,207) (1,513)
Decrease (increase) in restricted cash and cash equivalents 11,210 (1,685) (5,400) (575)
Proceeds from exercise of ESOP Phase I and Phase II 19 233,309 287,910 — —
Payment for termination of cross currency swap contract 29b (111,508) — — —
Net Cash Provided by (Used in) Financing Activities 2,063,378 (1,248,675) 4,236,950 451,074
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS 744,447 (1,910,009) 5,220,493 555,785
CASH AND CASH EQUIVALENTS AT BEGINNING OF YEAR 4,010,238 4,717,269 2,807,260 298,867
BEGINNING BALANCE OF CASH AND CASH EQUIVALENTS OF NEW
(DIVESTED) SUBSIDIARY 1d (37,416) — 25,253 2,689
CASH AND CASH EQUIVALENTS AT END OF YEAR 4 4,717,269 2,807,260 8,053,006 857,341
DETAILS OF CASH AND CASH EQUIVALENTS:
Cash on hand and in banks 136,278 240,406 250,558 26,675
Time deposits with original maturities of three months or less 4,580,991 2,566,854 7,802,448 830,666
Cash and cash equivalents as stated in the consolidated balance sheets 4,717,269 2,807,260 8,053,006 857,341
SUPPLEMENTAL CASH FLOW INFORMATION:
Transactions not affecting cash flows:
Acquisitions of property and equipment credited to:
Procurement payable 505,666 753,734 2,515,646 267,821
Other non-current liabilities — — 266,573 28,380
Long-term advances — 113,580 — —
Premium on capital stock 71,182 88,179 — —
Stock options 19,556 (90,763) — —
F-11
Table of Contents
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in millions of rupiah and thousands of U.S. dollar,
except share and tariff data)
1. GENERAL
a. Company’s Establishment
PT Indosat Tbk (“the Company”) was established in the Republic of Indonesia on November 10, 1967 within the framework of the Indonesian
Foreign Investment Law No. 1 of 1967 based on the notarial deed No. 55 of Mohamad Said Tadjoedin, S.H. The deed of establishment was published in
Supplement No. 24 of State Gazette No. 26 dated March 29, 1968 of the Republic of Indonesia. In 1980, the Company was sold by American Cable and
Radio Corporation, an International Telephone & Telegraph subsidiary, to the Government of the Republic of Indonesia and became a State-owned
Company (Persero).
On February 7, 2003, the Company received the approval from the Capital Investment Coordinating Board (BKPM) in its letter
No. 14/V/PMA/2003 for the change of its legal status from a State-owned Company (Persero) to a Foreign Capital Investment Company. Subsequently,
on March 21, 2003, the Company received the approval from the Ministry of Justice and Human Rights of the Republic of Indonesia on the amendment of
its Articles of Association to reflect the change of its legal status.
The Company’s Articles of Association has been amended from time to time. The latest amendment was covered by notarial deed No. 38 dated
November 9, 2006 of Aulia Taufani, S.H. (as a substitute notary of Sutjipto, S.H.) concerning the change in the number of the Company’s issued and fully
paid capital stock. The latest amendment of the Company’s Articles of Association has been reported to and accepted by the Ministry of Law and Human
Rights of the Republic of Indonesia based on its letter No. W7.HT.01.04.4134 dated November 28, 2006.
According to article 3 of its Articles of Association, the Company shall engage in providing telecommunications networks and/or services as well as
informatics business by conducting the following activities:
• Provision of telecommunications networks and/or services and informatics business
• Planning of services, construction of infrastructure and provision of telecommunications and informatics business facilities, including
supporting resources
• Carrying out operational services (comprising the marketing and sale of telecommunications networks and/or services and informatics
business provided by the Company), maintenance, research and development of telecommunications and informatics business infrastructure
and/or facilities, and providing education and training (both locally and overseas)
• Engaging in services which are relevant to the development of telecommunications networks and/or services and informatics business.
The Company started its commercial operations in 1969.
Based on Law No. 3 of 1989 on Telecommunications and pursuant to Government Regulation No. 77 of 1991, the Company had been re-confirmed
as an Operating Body (“Badan Penyelenggara”) that provided international telecommunications service under the authority of the Government of the
Republic of Indonesia.
In 1999, the Government issued Law No. 36 on Telecommunications (“Telecommunications Law”) which took effect on September 8, 2000. Under
the Telecommunications Law, telecommunications activities cover:
• Telecommunications networks
• Telecommunications services
• Special telecommunications services.
F-12
Table of Contents
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(continued)
National state-owned companies, regional state-owned companies, privately owned companies and cooperatives are allowed to provide
telecommunications networks and services. Individuals, government institutions and legal entities, other than telecommunications networks and service
providers, are allowed to render special telecommunications services.
The Telecommunications Law prohibits activities that result in monopolistic practices and unhealthy competition, and expects to pave the way for
market liberalization.
Based on the Telecommunications Law, the Company ceased as an Operating Body and has to obtain licenses from the government for the
Company to engage in the provision of specific telecommunication networks and services.
On August 14, 2000, the Government of the Republic of Indonesia, through the Ministry of Communications, granted the Company an in-principle
license as a nationwide Digital Communication System (“DCS”) 1800 telecommunications provider as compensation for the early termination effective
August 1, 2003 of the exclusivity rights on international telecommunications services given to the Company prior to the granting of such license. On
August 23, 2001, the Company obtained the operating license from the Ministry of Communications. Subsequently, based on Decree No. KP.247 dated
November 6, 2001 issued by the Ministry of Communications, the operating license was transferred to the Company’s subsidiary, PT Indosat Multi Media
Mobile (see “e” below).
On September 7, 2000, the Government of the Republic of Indonesia, through the Ministry of Communications, also granted the Company
in-principle licenses for local and domestic long-distance telecommunications services as compensation for the termination of its exclusivity rights on
international telecommunications services. On the other hand, Telkom was granted an in-principle license for international telecommunications services as
compensation for the early termination of Telkom’s rights on local and domestic long-distance telecommunications services.
Based on a letter dated August 1, 2002 from the Ministry of Communications, the Company was granted an operating license for fixed local
telecommunication network covering Jakarta and Surabaya. This operating license was converted to become a national license on April 17, 2003 based on
Decree No. KP.130 Year 2003 of the Ministry of Communications. The values of the above licenses granted to Telkom and the Company on the
termination of their exclusive rights on local/domestic and international telecommunications services, respectively, have been determined by an
independent appraiser.
Based on Announcement No. PM.2 Year 2004 dated March 30, 2004 of the Ministry of Communications regarding the Commencement of
Restructuring of the Telecommunications Sector, the Company should pay to the Government of the Republic of Indonesia the amount of Rp178,000 after
tax as a result of the early termination of its exclusivity rights. In turn, the payment of any liability of the Company as a result of the early termination will
be settled by the Government of the Republic of Indonesia which is coordinated by the Ministry of State-owned Enterprises. This is in line with Article IX
of a Shares Purchase Agreement dated December 15, 2002 between the Government of the Republic of Indonesia and Indonesia Communications Limited
(“ICL”) (Note 18), whereby the Government of the Republic of Indonesia agreed to undertake and covenant with ICL that it shall pay on behalf of the
Company any liability, amount or claim required to be paid or suffered by the Company in relation to the surrender of above exclusivity rights.
F-13
Table of Contents
The following are in-principle and operational licenses obtained by the Company:
Period of
License No. Date Issued Issuing Body License Description
1495/PT.003/TEL/DJPT-2001 June 28, 2001 Directorate General — In-principle license for Voice over Internet Protocol
of Post and (“VoIP”) service.
Telecommunications
(“DGPT”)
823/DIRJEN/2002 April 26, 2002 DGPT Evaluated Operating license for VoIP with national coverage (Note
every 5 years 37b).
KP.68/Thn 2004 March 15, Ministry of Evaluated Operating license for nationwide GSM cellular mobile
2004 Communications every 5 years network (including its basic telephony services).
(“MOC”)
KP.69/Thn 2004 March 15, MOC Evaluated Operating license for nationwide closed
2004 every 5 years fixed communications network (e.g., VSAT, frame relay,
etc.).
KP.203/Thn 2004 May 21, 2004 MOC Evaluated Operating license for fixed network and basic telephony
every 5 years services which covers the provision of local,
national long-distance, and international long-distance
telephony services.
PT.003/4/25 PHB 2004 October 18, MOC — In-principle license for third generation (3G) mobile
2004 communications technology.
19/KEP/M.KOMINFO/02/2006 February 14, Ministry of 10 years Operating license as IMT-2000 cellular network provider
2006 Communications using 2.1 GHz radio frequency spectrum (known as “3G’)
and Information for 1 block (2 x 5 Mhz) of frequency. (*)
Technology
(“MOCIT”)
102/KEP/M.KOMINFO/10/2006 October 11, MOCIT Evaluated Amendment of operating license No. 68/Thn 2004 dated
2006 every year March 15, 2004 to include the rights and obligations of 3G
services.
181/KEP/M.KOMINFO/12/2006 December 12, MOCIT — Allocation of two nationwide frequency channels, i.e.,
2006 channels 589 and 630 in the 800 MHz spectrum for Local
Fixed Wireless Network Services with Limited Mobility.
162/KEP/M.KOMINFO/05/2007 May 2, 2007 MOCIT — Temporary use of channel 548 for Local Fixed Wireless
Network Services with Limited Mobility until December
2007 with obligation to pay radio frequency fee for one
year. (**)
210/DIRJEN/2007 October 2, DGPT — In-principle license as internet service provider (Note

2007 37a).
(*) As one of the winners in the selection of IMT-2000 cellular providers, the Company was obliged, among others, to pay upfront fee of Rp320,000 (Note 10) and radio frequency fee.
(**) The Company cancelled its plan to use channel 548 due to technical issues during the migration process. The Company informed the DGPT about this matter through its Letter
No. 1114/I00-ICO/REL/07 dated December 27, 2007.
F-14
Table of Contents
The Company is domiciled at Jalan Medan Merdeka Barat No. 21, Jakarta and has 8 regional offices located in Jakarta, Bandung, Semarang,
Surabaya, Medan, Palembang, Balikpapan and Makassar.
b. Company’s Public Offerings

All of the Company’s B shares have been registered with and traded on the Indonesia Stock Exchange (new entity after the merger of Jakarta Stock
Exchange and Surabaya Stock Exchange in November 2007) since 1994. The Company’s American Depositary Shares (ADS, each representing 50 B
shares) have also been traded on the New York Stock Exchange since 1994.
As of December 31, 2007, the Companies’ outstanding bonds issued to the public are as follows:
Bond Effective Date Registered with and Traded on

1. Second Indosat Bonds in Year 2002 with Fixed and Floating Rates November 6, 2002 Indonesia Stock Exchange
2. Third Indosat Bonds in Year 2003 with Fixed Rates October 15, 2003 Indonesia Stock Exchange
3. Guaranteed Notes Due 2010 October 2003 Luxembourg Stock Exchange
and Singapore Exchange
Securities Trading Limited
4. Fourth Indosat Bonds in Year 2005 with Fixed Rate June 21, 2005 Indonesia Stock Exchange
5. Indosat Syari’ah Ijarah Bonds in Year 2005 June 21, 2005 Indonesia Stock Exchange
6. Guaranteed Notes Due 2012 June 22, 2005 Luxembourg Stock Exchange
and Singapore Exchange
Securities Trading Limited
7. Fifth Indosat Bonds in Year 2007 with Fixed Rates May 29, 2007 Indonesia Stock Exchange
8. Indosat Sukuk Ijarah II in Year 2007 May 29, 2007 Indonesia Stock Exchange
c. Employees, Directors, Commissioners and Audit Committee

Based on resolutions of the Annual Stockholders’ General Meetings held on June 8, 2005, June 29, 2006 and June 5, 2007 which are notarized under
Deed No. 40, No. 175 and No. 11, respectively, of Aulia Taufani, S.H. (as a substitute notary of Sutjipto, S.H.) on the same dates, the composition of the
Company’s Board of Commissioners and Board of Directors as of December 31, 2005, 2006 and 2007, respectively, is as follows:
2005 and 2006 2007

President Commissioner Peter Seah Peter Seah
Lim Huat Lim Huat
Commissioner Lee Theng Lee Theng
Kiat Kiat
Commissioner Sio Tat Sio Tat
Hiang Hiang
Commissioner Sum Soon Sum Soon
Lim Lim
Commissioner Roes Roes
Aryawijaya Aryawijaya
Commissioner Setyanto P. Setyanto P.
Santosa Santosa
Commissioner Sheikh
Mohammed
Bin
Suhaim
Hamad
— Al-Thani
Commissioner Lim Ah Lim Ah
Doo* Doo*
Commissioner Farida Eva Setio
Riyanti Anggoro
Hutapea* Dewo*
Commissioner Soeprapto S. Soeprapto S.
IP* IP*
* Independent commissioner
F-15
Table of Contents
2005 2006 2007

President Director Hasnul —* and ** Johnny
Suhaimi Swandi
Sjam
Deputy President Director Kaizad Bomi Kaizad Bomi Kaizad

Heerjee Heerjee Bomi
Heerjee
Finance Director Wong Heang Wong Heang Wong

Tuck Tuck Heang
Tuck
Corporate Services Director S. Wimbo S. S. Wimbo S. Wahyu

Hardjito Hardjito Wijayadi
Information Technology Director Joseph Chan Joseph Chan Roy

Lam Seng Lam Seng Kannan
Jabotabek and Corporate Sales Director — Johnny Fadzri

Swandi Sjam Sentosa
Regional Sales Director — Wityasmoro Syakieb A.

Sih Sungkar
Handayanto
Marketing Director — Wahyu Guntur S.

Wijayadi Siboro
Network Director — Raymond Raymond

Tan Kim Tan Kim
Meng Meng
Consumer Market Director Johnny — —

Swandi Sjam
Planning and Project Development Director Wityasmoro — —

Sih
Handayanto
Corporate Market Director Wahyu — —

Wijayadi
Network Operation and Quality Raymond

Tan
Management Director Kim Meng — —
* In the absence of a President Director, the tasks of the President Director had been carried out by the Deputy President Director.
** On June 16, 2006, the Board of Commissioners approved the resignation of Hasnul Suhaimi effective June 8, 2006.
The composition of the Company’s Audit Committee as of December 31, 2005, 2006 and 2007 is as follows:
2005 and 2006 2007

Chairman Lim Ah Doo Lim Ah Doo
Member Farida Eva Setio
Riyanti Anggoro
Hutapea Dewo
Member Soeprapto S. Soeprapto S.
IP IP
Member Achmad Achmad
Rivai Rivai
Member Achmad Achmad
Fuad Lubis Fuad Lubis
The Company and subsidiaries (collectively referred to hereafter as “the Companies”) have approximately 8,137, 7,786 and 7,645 employees
(unaudited), including non-permanent employees, as of December 31, 2005, 2006 and 2007, respectively.
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Table of Contents
d. Structure of the Company’s Subsidiaries

The Company has direct and indirect ownership in the following subsidiaries:
Percentage of Ownership (%)

Start of
Commercial
Name of Subsidiary Location Principal Activity Operations 2005 2006 2007
(1)
Indosat Finance Company B.V. (“IFB”) Amsterdam Finance 2003 100.00 100.00 100.00
(1)
Indosat International Finance Company B.V. (“IIFB”) Amsterdam Finance 2005 100.00 100.00 100.00
(2)
Indosat Singapore Pte. Ltd. (“ISP”) Singapore Telecommunication 2005 100.00 100.00 100.00
PT Indosat Mega Media (“IMM”) (3) Jakarta Multimedia 2001 99.85 99.85 99.85
PT Satelindo Multi Media (“SMM”) Jakarta Multimedia 1999 99.60 99.60 99.60
(6)
PT Aplikanusa Lintasarta (“Lintasarta”) Data
Jakarta Communication 1989 72.36 72.36 72.36
PT Starone Mitra Telekomunikasi (“SMT”) Semarang Telecommunication 2006 — 14.60 55.36
PT Artajasa Pembayaran Elektronis (“APE”) (4) Jakarta Telecommunication 2000 39.80 39.80 39.80
Satelindo International Finance B.V. (“SIB”) Amsterdam Finance 1996 100.00 100.00 —
(5)
PT Sisindosat Lintasbuana (“Sisindosat”) Information
(5) Jakarta Technology 1990 — — —
PT Asitelindo Data Buana (“Asiatel”) Jakarta Multimedia 1997 — — —
Total Assets (Before Eliminations)

Name of Subsidiary 2005 2006 2007
(1)
IFB 2,984,732 2,762,776 2,882,340
(1)
IIFB 2,462,039 2,283,380 2,382,722
(2)
ISP — 7,300 10,249
IMM (3) 523,014 605,538 753,797
SMM 10,690 10,690 10,697
(6)
Lintasarta 876,201 985,605 1,075,467
SMT — 36,460 176,444
APE(4) 73,627 94,311 104,487
SIB 8,526 7,555 —
(5)
Sisindosat — — —
(5)
Asiatel — — —
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Table of Contents
(1) Based on shareholder’s resolutions of IFB and IIFB dated February 20, 2006, the Company made additional capital injection of EUR2,000,000 (equivalent to Rp23,352) each to
IFB and IIFB on August 31, 2006.
(2) Based on a shareholder’s resolution of ISP dated April 20, 2006, the Company agreed to make capital injection in ISP totalling US$650 (equivalent to SGD1,075,750). The
Company transferred in full such amount to ISP’s bank account on April 26, 2006.
(3) Based on a circular shareholder’s resolution of SMM, SMM would be subject to liquidation effective May 5, 2006. As of December 31, 2007, such liquidation has not yet been
finalized.
(4) Liquidated in January 2007
(5) Sold in January 2005
(6) Refer to Note 16 on conversion of Lintasarta’s convertible bonds in June 2007.

SMT was established on June 15, 2006 in Semarang, Central Java, by the Company, PT Sarana Pembangunan Jawa Tengah, PT Dawamiba
Engineering and PT Trikomsel Multimedia to engage in construction and operation of fixed wireless access network using Code Division Multiple Access
(CDMA) 2000-1x technology for Central Java and its surrounding areas.
Based on an amendment dated August 23, 2006 to SMT’s Articles of Association, in August 2006 the Company contributed Rp5,779 cash as part of
the capital of SMT. SMT started its business operations in January 2007.
Furthermore, based on the latest amendment dated April 24, 2007 to SMT’s Articles of Association, in May 2007 the Company made additional
cash capital injection amounting to Rp49,728 and in-kind contribution of Rp45,523 in form of telecommunications equipment. Based on such Articles of
Association, the Company has 51.00% ownership in SMT. However, one of the stockholders decided not to make its capital injection as required. As a
result, the Company’s ownership increased to 55.36%.
e. Merger of the Company, Satelindo, Bimagraha and IM3

Based on Merger Deed No. 57 dated November 20, 2003 (“merger date”) of Poerbaningsih Adi Warsito, S.H., the Company, PT Satelit Palapa
Indonesia (“Satelindo”), PT Bimagraha Telekomindo (“Bimagraha”) and PT Indosat Multi Media Mobile (“IM3”) agreed to merge, with the Company as
the surviving entity. All assets and liabilities owned by Satelindo, Bimagraha and IM3 were transferred to the Company on the merger date. These three
companies were dissolved by operation of law without the need to undergo the regular liquidation process.
The names “Satelindo” and “IM3” in the following notes refer to these entities before they were merged with the Company, or as the entities that
entered into contractual agreements that were taken over by the Company as a result of the merger.
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2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

The accounting and reporting policies adopted by the Companies conform with generally accepted accounting principles in Indonesia. The significant
accounting principles applied consistently in the preparation of the consolidated financial statements for the years ended December 31, 2005, 2006 and 2007 are
as follows:
a. Basis of Consolidated Financial Statements

The consolidated financial statements are presented using the historical cost basis of accounting, except for inventories which are stated at the lower
of cost or net realizable value, derivative instruments which are stated at fair value and certain investments which are stated at fair value or net assets
value.
The consolidated statements of cash flows classify cash receipts and payments into operating, investing and financing activities. The cash flows from
operating activities are presented using the direct method.
The reporting currency used in the consolidated financial statements is the Indonesian rupiah.
b. Principles of Consolidation
The consolidated financial statements include the Company’s accounts and those of its subsidiaries (Note 1d).
Effective May 16, 2007, the net assets of SMT were consolidated as a result of the Company’s effective ownership of 55.36% (Note 1d), while prior
to May 16, 2007, the investment in SMT was accounted for using the cost method (Note 8).
The consolidated financial statements also include the accounts of APE (Lintasarta’s 55%-owned subsidiary). The accounts of APE in 2005, 2006
and 2007 were consolidated because its financial and operating policies were controlled by Lintasarta.
The accounts of IFB, IIFB, ISP and SIB were translated into rupiah amounts at the middle rate of exchange prevailing at balance sheet date for
balance sheet accounts and the average rate during the year for profit and loss accounts. The resulting differences arising from the translations of the
financial statements of IFB, IIFB, ISP and SIB are presented as part of “Difference in Foreign Currency Translation” under the Stockholders’ Equity
section of the consolidated balance sheets.
Minority interest in subsidiaries represents the minority stockholders’ proportionate share in the equity (including net income) of the subsidiaries
which are not wholly owned. All significant inter-company transactions and balances are eliminated in consolidation.
c. Cash and Cash Equivalents

Time deposits with original maturities of three months or less at the time of placement are considered as “Cash Equivalents”.
Cash in banks and time deposits which are pledged as collateral for long-term debts, letter of credit facilities and bank guarantees and time deposits
with original maturities of more than three months are not classified as part of “Cash and Cash Equivalents”. These are presented as part of either “Other
Current Assets” or “Non-current Assets—Others”.
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d. Short-term Investments
• Mutual fund
Mutual fund, which is classified as trading security under Statement of Financial Accounting Standards (“SAK”) 50, “Accounting for Investments in
Certain Securities”, is stated at its net assets value at balance sheet date. Unrealized gain or loss from the changes in net assets value at balance sheet
date is credited (charged) to current operations.
• Time deposits with original maturities of more than three months at the time of placement are recorded at historical value.
e. Allowance for Doubtful Accounts

Allowance for doubtful accounts is provided based on management’s evaluation of the collectibility of the accounts at the end of the year.
f. Inventories
Inventories, which mainly consist of SIM cards, starter packs and pulse reload vouchers, are valued at the lower of cost or net realizable value. Cost
is determined using the moving-average method.
g. Prepaid Expenses
Prepaid expenses, which mainly consist of frequency fee, salaries, rental and insurance, are expensed as the related asset is utilized. The non-current
portion of prepaid expenses is shown as part of “Non-current Assets—Others”.
h. Investments
Investments consist of:
• Investments in associated companies

Investments in shares of stock wherein the Companies have an equity interest of at least 20% but not exceeding 50% are accounted for under the
equity method, whereby the investment cost is increased or decreased by the Companies’ share of the net earnings or losses of the investees since
the date of acquisition and decreased by dividends received. Equity in net earnings (losses) is being adjusted for the straight-line amortization over
fifteen years of the difference between the cost of such investment and the Companies’ proportionate share in the underlying fair value of the net
assets at date of acquisition (goodwill).
If the Companies’ share in the equity of an investee, subsequent to transactions resulting in a change in the equity of the investee, is different from
the Companies’ share in the equity of the investee prior to such transactions, the difference is recognized by a credit or charge to “Difference in
Transactions of Equity Changes in Associated Companies/Subsidiaries”, net of applicable income tax, after adjusting their equity in the investee to
conform with their accounting policies.
• Investments in shares of stock that do not have readily determinable fair value in which the equity interest is less than 20%, and other long-term
investments are carried at cost.
• Investments in equity shares that have readily determinable fair value in which the equity interest is less than 20% and which are
classified as available-for-sale, are recorded at fair value, in accordance with SAK 50.
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i. Property and Equipment

Property and equipment are stated at cost (which includes capitalization of certain borrowing cost incurred during the construction phase), less
accumulated depreciation and impairment in value. Depreciation of property and equipment is computed using the straight-line method based on the
estimated useful lives of the assets as follows:
Years
Buildings 15 to 20
Submarine cables 12
Earth stations 10
Inland link 15
Switching equipment 10
Telecommunications peripherals 5
Information technology equipment 3 to 5
Office equipment 5
Building and leasehold improvements 5
Vehicles 5
Cellular technical equipment 10 to 15
Satellite technical equipment 12
Transmission and cross-connection equipment 12
Fixed Wireless Access (“FWA”) technical equipment 10
Landrights are stated at cost.
The cost of maintenance and repairs is charged to income as incurred; significant renewals and betterments which enhance the asset condition on its
initial performance, are capitalized. When properties are retired or otherwise disposed of, their costs and the related accumulated depreciation are removed
from the accounts, and any resulting gains or losses are recognized in the consolidated statement of income for the year.
Properties under construction and installation are stated at cost. All borrowing costs, which include interest and foreign exchange differentials that
can be attributed to qualifying assets, are capitalized to the cost of properties under construction and installation. Capitalization of borrowing costs ceases
when the construction or installation is completed and the constructed or installed asset is ready for its intended use.
j. Impairment of Assets Value

In accordance with SAK 48, “Impairment of Assets Value”, the Companies review whether there is an indication of assets impairment at balance
sheet date. If there is an indication of assets impairment, the Companies estimate the recoverable amount of the assets. Impairment loss is recognized as a
charge to current operations.
k. Goodwill and Other Intangible Assets

At the time the Company acquires a subsidiary which is not an entity under common control, any excess of the acquisition cost over the Company’s
interest in the fair value of the subsidiary’s identifiable assets, net of liabilities, as of acquisition date is recognized as goodwill. Goodwill is amortized
using the straight-line method over 15 years.
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At the time of acquisition of a subsidiary, any intangible assets recognized are amortized using the straight-line method based on the estimated
useful lives of the assets as follows:
Years
Customer base
—Prepaid 6
—Post-paid 5
Spectrum license 5
Brand 8
Upfront fee in connection with the license to use 2.1 GHz radio frequency bandwidth (Note 1a) is amortized using the straight-line method over 10
years.
Software that is not an integral part of the related hardware is amortized using the straight-line method over 5 years.
The Company reviews the carrying amount of goodwill and other intangible assets whenever events or circumstances indicate that their value is
impaired. Impairment loss is recognized as a charge to current operations.
l. Debt and Bonds Issuance Costs

Expenses incurred in connection with the issuance of debt and bonds are deducted from the proceeds thereof. The difference between the net
proceeds and the nominal value of the debt or bonds is recognized as premium or discount that should be amortized over the term of the debt or bonds.
m. Stock-based Compensation
In accordance with SAK 53, “Accounting for Stock-based Compensation”, compensation expenses are accrued during the vesting period based on
the fair values of all stock options as of the grant date.
n. Revenue and Expense Recognition

Cellular
Cellular revenues arising from airtime and roaming calls are recognized based on the duration of successful calls made through the Company’s
cellular network.
For post-paid subscribers, monthly service fees are recognized as the service is provided.
For prepaid subscribers, the activation component of starter package sales is recognized upon delivery to dealers or direct sale to end-customers.
Sales of initial/reload vouchers are recorded as unearned revenue and recognized as revenue upon usage of the airtime or upon expiration of the airtime.
Cellular revenues are presented on a net basis, after compensation to value added service providers.
MIDI
Frame Net, World Link and Direct Link
Revenues arising from installation service are recognized upon the completion of the installation of equipment used for network connection purposes
in the customers’ premises. Revenues from monthly service fees are recognized as the services are provided.
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Internet
Revenues arising from installation service are recognized at the time the installations are placed in service. Revenues from monthly service fees are
recognized as the services are provided. Revenues from usage charges are recognized monthly based on the duration of internet usage or based on the fixed
amount of charges depending on the arrangement with the customers.
Satellite Lease
Revenues are recognized on the straight-line basis over the lease term.
Revenues from other MIDI services are recognized when the services are rendered.
Fixed Telecommunication
International Calls
Revenues from outgoing international call traffic are recognized on the basis of the actual recorded traffic for the year and are reported on a net
basis, after allocations to overseas international carriers.
Fixed Wireless
Fixed wireless revenues arising from usage charges are recognized based on the duration of successful calls made through the Company’s fixed
network.
For post-paid subscribers, activation fees are recognized upon activation of new subscribers in the Company’s fixed network while monthly service
fees are recognized as the service is provided.
For prepaid subscribers, the activation component of starter package sales is recognized upon delivery to dealers or direct sale to end-customers.
Sale of initial/reload vouchers is recorded as unearned income and recognized as income upon usage of the airtime or upon expiration of the airtime.
Fixed Line
Revenues from fixed line installations are recognized at the time the installations are placed in service. Revenues from usage charges are recognized
based on the duration of successful calls made through the Company’s fixed network.
Interconnection Revenue
Revenues from network interconnection with other domestic and international telecommunications carriers are recognized monthly on the basis of
the actual recorded traffic for the month.
Operating revenues for interconnection services under interconnection agreements based on revenue-sharing arrangement (Note 32) are reported on
a net basis, after interconnection expenses/charges. Operating revenues for interconnections that are not made under contractual sharing agreements, i.e.,
based on tariff as stipulated by the Government (Note 31), are reported on a gross basis, before interconnection expenses/charges (Note 21). These
interconnection expenses/charges are accounted for as operating expenses in the year these are incurred.
In 2007, the Company entered into several memoranda of understanding to amend the existing revenue-sharing arrangements and to reflect the new
cost-based interconnection scheme based on Regulation No. 08/PER/M.KOMINFO/02/2006 of the MOCIT (Note 32). Under the new scheme, operating
revenues for interconnection services are reported on a gross basis starting 2007. The interconnection expenses/charges are accounted for as operating
expenses in the year these are incurred.
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Expenses
Expenses are recognized when incurred.
o. Personnel Costs
Personnel costs which are directly related to the development, construction and installation of property and equipment are capitalized as part of the
cost of such assets.
p. Pension Plan and Employee Benefits

Pension costs under the Companies’ defined benefit pension plans are determined by periodic actuarial calculation using the projected-unit-credit
method and applying the assumptions on discount rate, expected return on plan assets and annual rate of increase in compensation. Actuarial gains or
losses are recognized as income or expense when the net cumulative unrecognized actuarial gains or losses for each individual plan at the end of the
previous reporting year exceed 10% of the present value of the defined benefit obligation or fair value of plan assets, whichever is greater, at that date.
These gains or losses in excess of the 10% corridor are recognized on a straight-line basis over the expected average remaining working lives of the
employees. Past service cost is recognized over the estimated average remaining service periods of the employees.
The Companies follow SAK 24 (Revised 2004), “Employee Benefits”, which regulates the accounting and disclosure for employee benefits, both
short-term (e.g., paid annual leave, paid sick leave) and long-term (e.g., long-service leave, post-employment medical benefits).
q. Derivatives
The Company enters into and engages in cross currency swap, interest rate swap and currency forward contracts/transactions for the purpose of
managing its foreign exchange and interest rate exposures emanating from the Company’s bonds payable in foreign currencies.
The Company applies SAK 55 (Revised 1999), “Accounting for Derivative Instruments and Hedging Activities”. SAK 55 (Revised 1999) sets forth
the accounting and reporting standards for derivative transactions and hedging activities, which require that every derivative instrument (including
embedded derivatives) be recognized as either asset or liability based on the fair value of each contract. Fair value is a computation of present value by
using data and assumption which are commonly used. Based on the specific requirements for hedge accounting under SAK 55 (Revised 1999), the
Company’s instruments do not qualify and are not designated as hedge activities for accounting purposes. The changes in the fair value of such derivative
instruments are recorded directly as a charge or credit to current operations.
Derivative assets and liabilities are presented under current assets and liabilities, respectively. Embedded derivative is presented with the host
contract on the balance sheet which represents an appropriate presentation of overall future cash flows for the instrument taken as a whole.
The net changes in fair value of derivative instruments, swap cost or income and termination cost or income are charged or credited to “ Gain (Loss)
on Change in Fair Value of Derivatives—Net”, which is presented under Other Income (Expenses) in the consolidated statements of income.
The gain (loss) from the settlement of currency forward contracts is credited or charged to “Gain (Loss) on Foreign Exchange—Net”, which is
presented under Other Income (Expenses) in the consolidated statements of income.
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r. Foreign Currency Transactions and Balances

Transactions involving foreign currencies are recorded at the rates of exchange prevailing at the time the transactions are made. At balance sheet
date, monetary assets and liabilities denominated in foreign currencies are adjusted to reflect the prevailing exchange rates at such date and the resulting
gains or losses are credited or charged to current operations, except for foreign exchange differentials that can be attributed to qualifying assets which are
capitalized to assets under construction and installation.
For December 31, 2005, 2006 and 2007, the foreign exchange rates used (in full amounts) were Rp9,830, Rp9,020 and Rp9,393, respectively, the
prevailing exchange rates as of the balance sheet dates.
s. Income Tax
Current tax expense is provided based on the estimated taxable income for the year. Deferred tax assets and liabilities are recognized for temporary
differences between the financial and the tax bases of assets and liabilities at each reporting date. Future tax benefits, such as the carryover of unused tax
losses, are also recognized to the extent that such benefits are more likely than not to be realized. The tax effects for the year are allocated to current
operations, except for the tax effects from transactions which are directly charged or credited to stockholders’ equity.
Deferred tax assets and liabilities are measured at the tax rates that are expected to apply in the period when the asset is realized or the liability is
settled, based on tax rates (and tax laws) that have been enacted or substantively enacted at the balance sheet date.
Amendment to tax obligations is recorded when an assessment is received or, if appealed, when the result of the appeal is determined.
For each of the consolidated entities, the tax effects of temporary differences and tax loss carryover, which individually are either assets or liabilities,
are shown at the applicable net amounts.
t. Segment Reporting
The Companies follow SAK 5 (Revised 2000), “Segment Reporting”, in the presentation of segment reporting in their financial statements. SAK 5
(Revised 2000) provides more detailed guidance for identifying reportable business segments and geographical segments. The financial information which
is used by management for evaluating the segment performance is presented in Note 35.
u. Basic Earnings per Share/ADS and Diluted Earnings per Share/ADS

In accordance with SAK 56, “Earnings Per Share”, basic earnings per share is computed by dividing net income by the weighted-average number of
shares outstanding during the year including the effect of exercise of ESOP, if any (Note 27).
Diluted earnings per share is computed by dividing net income by the weighted-average number of shares outstanding during the year, after
considering the dilutive effect of convertible bonds issued by a subsidiary (Note 16).
Basic/diluted earnings per ADS is computed by multiplying basic/diluted earnings per share by 50, which is equal to the number of shares per ADS.
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v. Use of Estimates
The preparation of financial statements in conformity with generally accepted accounting principles requires the management to make estimates and
assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements
and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.
3. TRANSLATIONS OF RUPIAH INTO UNITED STATES DOLLAR

The consolidated financial statements are stated in rupiah. The translations of the rupiah into U.S. dollar (US$) are included solely for the convenience of
the readers, using the prevailing rate of Rp9,393 to US$1(in full amounts) as of the balance sheet date. The convenience translations should not be construed as
representations that the rupiah amounts have been, could have been, or could in the future be, converted into U.S. dollar at this or any other rate of exchange.
4. CASH AND CASH EQUIVALENTS

This account consists of the following:
2006 2007
Cash on hand
Rupiah 1,350 1,563
U.S. dollar (US$21) 185 —
1,535 1,563
Cash in banks
Related parties (Note 26)
Rupiah
PT Bank Mandiri (Persero) Tbk (“Mandiri”) 11,978 15,910
PT Bank DKI 17,583 5,873
PT Bank Negara Indonesia (Persero) Tbk (“BNI”) 1,848 2,431
PT Bank Danamon Indonesia Tbk (“Danamon”) 515 2,278
PT Bank Rakyat Indonesia (Persero) Tbk (“BRI”) 178 1,612
PT Bank Internasional Indonesia Tbk (“BII”) 1,605 771
Bank Pembangunan Daerah Yogyakarta (“BPD-DIY”) 1,321 626
PT Bank Syariah Mandiri (“Mandiri Syariah”) 1,287 612
PT Bank Pembangunan Daerah Sumatera Selatan (“BPD-Sumsel”) 1,128 —
Others (each below Rp1,000) 1,398 1,831
U.S. dollar
Mandiri (US$575 in 2006 and US$638 in 2007) 5,188 5,996
Others (US$40 in 2006 and US$37 in 2007) 362 351
Third parties
Rupiah
PT Bank Central Asia Tbk (“BCA”) 82,836 41,472
Citibank N.A., Jakarta Branch (“Citibank”) 4,123 11,199
Deutsche Bank AG, Jakarta Branch (“DB”) 9,763 9,111
PT Bank Niaga Tbk (“Niaga”) 4,707 5,264
The Hongkong and Shanghai Banking Corp. Ltd., Jakarta Branch (“HSBC”) 6,107 2,370
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2006 2007
U.S. dollar
Fortis Bank, the Netherlands (US$5,442 in 2006 and US$6,528 in 2007) 49,089 61,316
Citibank (US$1,867 in 2006 and US$3,788 in 2007) 16,843 35,580
DB (US$801 in 2006 and US$2,902 in 2007) 7,227 27,261
Others (US$560 in 2006 and US$924 in 2007) 5,051 8,672
238,871 248,995
Time deposits
Related parties (Note 26)
Rupiah
Mandiri 364,285 1,953,535
BRI 50,000 685,000
Mandiri Syariah — 454,000
Danamon 61,400 411,800
PT Bank Tabungan Negara (Persero) (“BTN”) 39,000 265,000
PT Bank DBS Indonesia (“DBS”) — 150,000
BNI 78,715 56,746
PT Bank Pembangunan Daerah Jawa Tengah — 20,000
BPD—DIY 1,000 1,000
PT Bank Pembangunan Daerah Sulawesi Utara 1,000 1,000
Others — 104
U.S. dollar
DBS (US$40,000) — 375,720
BNI (US$20,000 in 2006 and US$30,000 in 2007) 180,400 281,790
Mandiri (US$2,603 in 2006 and US$12,724 in 2007) 23,479 119,517
Danamon (US$15,000 in 2006 and US$10,000 in 2007) 135,300 93,930
BTN (US$5,000 in 2006 and 2007) 45,100 46,965
Mandiri Syariah (US$10,000) 90,200 —
Third parties
Rupiah
DB 112,175 788,685
Niaga 110,000 386,000
PT Bank Bukopin (“Bukopin”) 57,500 371,500
PT Bank Muamalat Indonesia Tbk (“Muamalat”) 70,000 225,000
BCA 54,450 216,450
PT Bank Mega Tbk 14,052 2,801
Others 6 2,061
U.S. dollar
Muamalat (US$10,000 in 2006 and US$35,000 in 2007) 90,200 328,755
Niaga (US$17,650 in 2006 and US$27,100 in 2007) 159,203 254,550
DB (US$48,950 in 2006 and US$23,061 in 2007) 441,529 216,609
Bukopin (US$18,000 in 2006 and US$10,000 in 2007) 162,360 93,930
Citibank (US$25,000) 225,500 —
2,566,854 7,802,448
Total 2,807,260 8,053,006
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Time deposits denominated in rupiah earned interest at annual rates ranging from 4.00% to 13.00% in 2005, from 3.25% to 13.20% in 2006 and
from 2.25% to 11.40% in 2007, while those denominated in U.S. dollar earned interest at annual rates ranging from 0.65% to 4.25% in 2005, from 1.00%
to 5.15% in 2006 and from 1.50% to 5.38% in 2007.
The interest rates on time deposits in related parties are comparable to those offered by third parties.
5. ACCOUNTS RECEIVABLE—TRADE
2006 2007
Related parties (Note 26):
Telkom (including US$394 in 2006 and US$268 in 2007) 136,962 38,208
Others (including US$15,762 in 2006 and US$15,850 in 2007) 179,043 183,479
Sub-total 316,005 221,687
Less allowance for doubtful accounts 141,263 88,342
Net 174,742 133,345
Third parties:
Overseas international carriers (including US$93,846 in 2006 and US$61,322 in 2007) 855,546 575,998
Local companies (including US$13,086 in 2006 and US$21,211 in 2007) 278,339 365,802
Post-paid subscribers from:
Cellular 361,890 244,949
Fixed lines 6,936 22,742
Fixed wireless 17,885 14,274
Sub-total 1,520,596 1,223,765
Less allowance for doubtful accounts 423,730 326,142
Net 1,096,866 897,623
Total 1,271,608 1,030,968
The aging schedule of the accounts receivable—trade is as follows:
2006 2007
Percentage Percentage
Number of Months Outstanding Amount (%) Amount (%)
Related parties—Telkom
0 - 3 months 61,270 44.74 9,299 24.34
4 - 6 months 959 0.70 4,187 10.96
Over 6 months 74,733 54.56 24,722 64.70
Total 136,962 100.00 38,208 100.00
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2006 2007
Percentage Percentage
Number of Months Outstanding Amount (%) Amount (%)
Related parties—Others
0 - 6 months 86,274 48.19 94,673 51.60
7 - 12 months 32,135 17.95 18,372 10.01
13 - 24 months 1,431 0.80 10,998 5.99
Over 24 months 59,203 33.06 59,436 32.40
Total 179,043 100.00 183,479 100.00
Third parties
0 - 6 months 789,330 51.91 697,857 57.02
7 - 12 months 297,928 19.59 201,021 16.43
13 - 24 months 275,329 18.11 153,054 12.51
Over 24 months 158,009 10.39 171,833 14.04
Total 1,520,596 100.00 1,223,765 100.00
The changes in the allowance for doubtful accounts provided on the accounts receivable—trade are as follows:
2006 2007
Related parties—Telkom
Balance at beginning of year 89,485 81,803
Provision 587 1,770
Net effect of foreign exchange adjustment (86) 70
Write-off (8,183) (58,272)
Balance at end of year 81,803 25,371
Related parties—Others
Provision 5,859 1,208
Net effect of foreign exchange adjustment (7,479) 2,303
Write-off (412) —
Third parties
Provision 103,778 112,052
Net effect of foreign exchange adjustment (3,482) 7,772
Write-off (204,880) (217,412)
The net effect of foreign exchange adjustment was due to the strengthening or weakening of the rupiah vis-à-vis the U.S. dollar in relation to U.S. dollar
accounts previously provided with allowance and was credited or charged to “Gain (Loss) on Foreign Exchange—Net”.
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There are no significant concentrations of credit risk, except for the trade accounts receivable from Telkom.
Management believes the established allowance is sufficient to cover probable losses from uncollectible accounts receivable.
As of December 31, 2007, approximately 2.77% of accounts receivable—trade are pledged as collateral to long-term bank loans obtained by Lintasarta
(Note 15).
6. PREPAID TAXES
2006 2007
Claims for tax refund 797,282 610,852
Value Added Tax (“VAT”) 217,653 98,901
Others 36,507 4,569
Total 1,051,442 714,322
Claims for tax refund as of December 31, 2006 and 2007 mainly consist of the Company’s corporate income tax for fiscal years 2004, 2005 and 2006.
In March 2005, Lintasarta received the payment amounting to Rp2,197 from the Tax Office for its claim for tax refund for fiscal year 2003.
In June 2005, the Company received the payment of IM3’s claims for tax refund from the Tax Office amounting to Rp49,186 consisting of the excess
prepayment of IM3’s income tax articles 22, 23 and 25 over its current income tax expense for fiscal years 2001 - 2003 and refund for prepaid VAT for fiscal
year 2003.
In September 2005, the Company received the payment amounting to Rp119,195 from the Tax Office for the Company’s claim for tax refund for fiscal
year 2003.
In December 2005, the Company received the payment of Satelindo’s claim for tax refund amounting to Rp5,830 for overpayment of income tax article 26
for fiscal year 2001.
On September 5, 2006, the Company received assessment letters on tax overpayment (“SKPLB”) from the Directorate General of Taxation (“DGT”) for
the Company’s 2004 VAT for the periods April—July 2004 and November—December 2004 totalling Rp86,981, which was collected in November 2006.
On December 4, 2006, the Company received SKPLB from the DGT for the Company’s 2004 corporate income tax amounting to Rp199,552. On April 12,
2007, the Company received the refund of the tax overpayment amounting to Rp130,813 after offsetting the assessment letters on tax underpayment (“SKPKBs”)
for the Company’s VAT for the periods January—March 2004 and August—October 2004, and income tax articles 23 and 26 for fiscal year 2004, including
penalties and interest (Note 13).
On March 27, 2007, the Company received SKPLBs from the DGT advising the Company of its approval to refund the overpayment of 2005 corporate
income tax and VAT amounting to Rp135,766 and Rp39,052, respectively, which amounts are lower than those recognized by the Company in its financial
statements. The
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Company accepted partially the corrections on the 2005 corporate income tax and all of the corrections on the VAT, totalling Rp5,375 and charged them to
current operations in 2007. On May 16, 2007, the Company received the refund amounting to Rp63,843 after offsetting the SKPKBs for the Company’s income
tax articles 23 and 26 for fiscal year 2005, including penalties and interest (Note 13) and the tax collection letters (“STPs”) for other income taxes. On June 22,
2007, the Company filed an objection letter to the Tax Office regarding the remaining tax corrections on the 2005 corporate income tax. As of December 31,
2007, the Company has not received the reply to the objection letter.
7. INVESTMENTS IN ASSOCIATED COMPANIES

As of December 31, 2006 and 2007, this account consists of the following investments which are accounted for under the equity method:
Company’s
Portion of
Accumulated
Equity in
Undistributed
Net Income
(Loss) of
Associated Carrying
Location Principal Activity Ownership(%) Cost Companies Values
PT Multi Media Asia Indonesia Satellite-based
Indonesia telecommunication 26.67 56,512 (212) 56,300
PT Swadharma Marga Inforindo Indonesia Property rental 20.00 100 186 286
Total 56,612 (26) 56,586
Less allowance for decline in value 56,300
Net 286
The Company believes that the allowance for decline in value amounting to Rp56,300 as of December 31, 2006 and 2007 is adequate to cover probable
losses on the above investments.
8. OTHER LONG-TERM INVESTMENTS

As of December 31, 2006 and 2007, this account consists of the following:
2006 2007
Investments in shares of stock accounted for under the cost method—net 8,410 2,631
Equity securities which are available-for-sale * 99 99
Total 8,509 2,730
* consist of BNI and Telkom amounting to Rp89 and Rp10, respectively
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Investments in shares of stock which are accounted for under the cost method:
2006 2007
Cost/Carrying Ownership Cost/Carrying
Location Principal Activity Ownership (%) Value (%) Value
PT First Media Tbk (formerly PT Indonesia Cable television
Broadband Multimedia Tbk or “BM”)* and internet
network service
provider 5.00 50,000 2.29 50,000
ICO Global Communication (Holdings) Bahamas Satellite service
Limited 0.0087 49,977 0.0087 49,977
Asean Cableship Pte. Ltd (“ACPL”)** Singapore Repair and
maintenance of
submarine cables 16.67 1,265 16.67 1,265
SMT (Note 2b) Indonesia Telecommunication 14.60 5,779 — —
Others 14.68 - 16.67 1,366 12.80 - 14.29 1,366
Total 108,387 102,608
Less allowance for decline in value 99,977 99,977
Net 8,410 2,631
* On February 5, 2007, the Company’s ownership in BM was diluted to 2.29% since the Company did not exercise its pre-emptive right in relation to a Rights Issue conducted by BM.
** On March 13, April 30 and September 28, 2007, the Company received dividend income from its investment in ACPL totalling US$4,389 (equivalent to Rp40,105).
The Companies provided allowance for decline in value of their investments in shares of stock accounted for under the cost method amounting to
Rp99,977 as of December 31, 2006 and 2007, which the Companies believe is adequate to cover probable losses on the investments.
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9. PROPERTY AND EQUIPMENT

The details of property and equipment are as follows:
2006
Balance Transactions during the Year
at Beginning Additions Deductions Reclassifications Balance at
of Year End of Year
Carrying Value
Landrights 328,654 — — 71,943 400,597
Buildings 428,172 6,141 — 21,778 456,091
Submarine cables 862,848 — — 22,496 885,344
Earth stations 116,519 — — 8,828 125,347
Inland link 610,177 — — 247,769 857,946
Switching equipment 343,102 — — 32,129 375,231
Telecommunications peripherals 1,832,196 223,692 13,248 88,195 2,130,835
Information technology equipment 823,075 7,668 1,436 251,269 1,080,576
Office equipment 1,379,843 86,876 52,388 130,566 1,544,897
Building and leasehold improvements 1,129,242 1,450 552 302,381 1,432,521
Vehicles 15,946 4,974 3,422 — 17,498
Cellular technical equipment 21,139,466 4,002 15,083 4,669,353 25,797,738
Satellite technical equipment 1,272,846 — — 17,729 1,290,575
Transmission and cross-connection equipment 472,655 — — 6,365 479,020
FWA technical equipment 434,744 — — 104,889 539,633
Properties under construction and installation 3,680,665 6,586,454 — (5,975,690) 4,291,429
Total 34,870,150 6,921,257 86,129 — 41,705,278
Accumulated Depreciation
Buildings 197,312 25,041 — — 222,353
Submarine cables 418,321 106,870 — — 525,191
Earth stations 111,081 7,156 — — 118,237
Inland link 95,666 53,203 — — 148,869
Switching equipment 223,459 35,238 — — 258,697
Telecommunications peripherals 1,119,017 258,525 13,199 — 1,364,343
Information technology equipment 613,418 181,385 1,437 — 793,366
Office equipment 706,220 176,205 52,093 — 830,332
Building and leasehold improvements 466,716 231,472 552 — 697,636
Vehicles 10,844 2,385 3,242 — 9,987
Cellular technical equipment 8,214,472 2,182,985 15,069 — 10,382,388
Satellite technical equipment 840,041 145,471 — — 985,512
Transmission and cross-connection equipment 193,246 19,178 — — 212,424
FWA technical equipment 72,167 66,517 — — 138,684
Total 13,281,980 3,491,631 85,592 — 16,688,019
Impairment in Value 98,611 — — — 98,611
Net Book Value 21,489,559 24,918,648
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2007
Balance Transactions during the Year
at Beginning New Balance at
of Year Additions Deductions Reclassifications Subsidiary End of Year
Carrying Value
Landrights 400,597 — — 27,504 1,000 429,101
Buildings 456,091 641 — 27,047 1,213 484,992
Submarine cables 885,344 — 65,397 71,171 — 891,118
Earth stations 125,347 — — 448 — 125,795
Inland link 857,946 — — 835,282 — 1,693,228
Switching equipment 375,231 — — 13,571 — 388,802
Telecommunications peripherals 2,130,835 195,269 1,570 73,049 — 2,397,583
Information technology equipment 1,080,576 3,517 6,301 310,926 761 1,389,479
Office equipment 1,544,897 107,011 948 152,299 — 1,803,259
Building and leasehold improvements 1,432,521 3,559 1,502 143,073 6,564 1,584,215
Vehicles 17,498 3,174 608 — — 20,064
Cellular technical equipment 25,797,738 — 190,526 3,828,700 — 29,435,912
Satellite technical equipment 1,290,575 — — 14,813 — 1,305,388
Transmission and cross-connection equipment 479,020 — — 3,294 — 482,314
FWA technical equipment 539,633 37,202 — 145,879 — 722,714
Properties under construction and installation 4,291,429 9,365,492 — (5,647,056) 1,038 8,010,903
Total 41,705,278 9,715,865 266,852 — 10,576 51,164,867
Accumulated Depreciation
Buildings 222,353 26,207 — — 20 248,580
Submarine cables 525,191 90,923 65,361 — — 550,753
Earth stations 118,237 4,223 — — — 122,460
Inland link 148,869 99,875 — — — 248,744
Switching equipment 258,697 35,609 — — — 294,306
Telecommunications peripherals 1,364,343 266,064 1,570 — — 1,628,837
Information technology equipment 793,366 172,618 6,301 — 23 959,706
Office equipment 830,332 204,897 946 — — 1,034,283
Building and leasehold improvements 697,636 263,264 1,502 — 331 959,729
Vehicles 9,987 2,880 598 — — 12,269
Cellular technical equipment 10,382,388 2,658,729 190,525 — — 12,850,592
Satellite technical equipment 985,512 147,060 — — — 1,132,572
Transmission and cross—connection equipment 212,424 18,830 — — — 231,254
FWA technical equipment 138,684 80,714 — — — 219,398
Total 16,688,019 4,071,893 266,803 — 374 20,493,483
Impairment in Value 98,611 — — — — 98,611
Net Book Value 24,918,648 30,572,773
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Submarine cables represent the Company’s proportionate investment in submarine cable circuits jointly constructed, operated, maintained and owned with
other countries, based on the respective contracts and/or the construction and maintenance agreements.
During the years ended December 31, 2005, 2006 and 2007, sales of certain property and equipment were made as follows:
2005 2006 2007

Proceeds from sales 463 1,249 478
Net book value (219) (537) (49)
Gain 244 712 429
Depreciation expense charged to the consolidated statements of income amounted to Rp2,974,191, Rp3,491,631 and Rp4,071,893 in 2005, 2006 and 2007,
respectively.
Management believes that there is no further impairment in assets value or recovery of the impairment reserve as contemplated in SAK 48.
As of December 31, 2007, approximately 0.29% of property and equipment are pledged as collateral to credit facilities obtained by Lintasarta (Note 15).
As of December 31, 2007, the Companies insured their respective property and equipment (except submarine cables and landrights) for US$86,171 and
Rp33,701,497, including insurance on the Company’s satellite amounting to US$14,000. Management believes that the sum insured is sufficient to cover
possible losses arising from fire, explosion, lightning, aircraft damage and other natural disasters.
The details of the Companies’ properties under construction and installation as of December 31, 2006 and 2007 are as follows:
Percentage of Estimated Date

Completion Cost of Completion
2006
Cellular technical equipment 14 - 99 3,134,860 January - April 2007
FWA technical equipment 33 - 90 465,233 January - April 2007
Submarine cables 92 356,034 January - April 2007
Transmission and cross-connection equipment 47 - 62 125,341 February - December 2007
Building and leasehold improvements 24 - 97 99,863 January - December 2007
Inland link 27 - 84 52,289 January - June 2007
Others (each below Rp50,000) 41 - 99 57,809 January - April 2007
Total 4,291,429
2007
Cellular technical equipment 15 - 95 4,661,020 March - December 2008
Transmission and cross-connection equipment 29 - 98 1,174,721 March - December 2008
Building and leasehold improvements 60 - 99 1,149,994 January - June 2008
Satellite technical equipment 3 536,518 September 2009
FWA technical equipment 25 - 95 234,646 January - June 2008
Inland link 42 - 99 119,138 January - June 2008
Others (each below Rp50,000) 41 - 99 134,866 January - September 2008
Total 8,010,903
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Borrowing costs (interest expense) capitalized to properties under construction and installation for the years ended December 31, 2005, 2006 and 2007
amounted to Rp65,204, Rp62,154 and Rp29,071, respectively.
10. GOODWILL AND OTHER INTANGIBLE ASSETS

Goodwill arose from the acquisition of equity interest in Bimagraha and Satelindo in 2001 and 2002, respectively, and from the acquisition of additional
equity interest in Lintasarta in 2005.
The details of the other intangible assets arising from the acquisition of Satelindo in 2002 are as follows:
Amount
Customer base
—Post-paid 154,220
—Prepaid 73,128
Spectrum license 222,922
Brand 147,178
Total 597,448
The changes in the goodwill and other intangible assets account are as follows:
2006 2007
Balance at beginning of year 2,757,822 2,689,751
Additions:
—Non-integral software 71 10,532
—Upfront fee for 3G license (Note 1a) 320,000 —
Amortization of goodwill (226,507) (226,507)
Amortization of other intangible assets (161,635) (123,309)
Balance at end of year 2,689,751 2,350,467
11. LONG-TERM ADVANCES

This account represents advances to suppliers and contractors for the procurement or construction of property and equipment which will be reclassified to
the related property and equipment accounts upon the receipt of the property and equipment purchased or after the construction or installation of the property and
equipment has reached a certain percentage of completion.
12. PROCUREMENT PAYABLE

This account consists of payables for capital and operating expenditures procured from the following:
2006 2007
Related parties (Note 26) (including US$1,017 in 2006 and US$3,648 in 2007) 70,187 168,158
Third parties (including US$218,601 in 2006 and US$419,567 in 2007) 3,222,356 6,038,491
Total 3,292,543 6,206,649
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13. TAXES PAYABLE

2006 2007
Estimated corporate income tax payable, less tax prepayments of Rp189,276 in 2006 and Rp374,278 in 2007 10,353 286,397
Income tax:
Article 21 87,778 85,848
Article 22 3,412 3,754
Article 23 70,161 21,691
Article 25 23,265 28,132
Article 26 7,284 1,049
VAT 3,044 1,674
Others 6,571 7,905
Total 211,868 436,450
The reconciliation between income before income tax and estimated taxable income of the Company for the years ended December 31, 2005, 2006 and
2007 is as follows:
2005 2006 2007

Income before income tax per consolidated statements of income 2,352,795 2,022,667 2,929,616
Subsidiaries’ income before income tax and effect of inter-company consolidation eliminations (91,286) (129,605) (83,443)
Income before income tax of the Company 2,261,509 1,893,062 2,846,173
Positive adjustments
Accrual of employee benefits—net 72,804 98,255 151,455
Provision for doubtful accounts 164,885 88,248 108,573
Donation 19,494 15,787 26,764
Provision for termination, gratuity and compensation benefits of employees 16,283 11,386 15,632
Representation and entertainment 10,779 8,031 13,417
Amortization of goodwill and other intangible assets — — 7,721
Net periodic pension cost — — 6,768
Amortization of debt and bonds issuance costs and discount (Notes 15 and 16) — 3,940 1,677
Assessments for income taxes and related penalties 30,572 73,994 —
Compensation expense for ESOP (Note 19) 90,739 — —
Others 24,436 49,221 111,130
Negative adjustments Depreciation—net (985,529) (1,213,527) (780,225)
Write-off of accounts receivable (5,329) (199,627) (271,102)
Interest income already subjected to final tax (193,795) (183,613) (206,948)
Equity in net income of investees (152,244) (180,626) (139,649)
Realization of stock option resulting from the exercise of ESOP Phase I and Phase II (71,182) (90,763) —
Net periodic pension cost (36,423) (13,704) —
Amortization of goodwill and other intangible assets (36,219) (6,872) —
Sale of investment in subsidiary (Note 1d) (109,691) — —
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2005 2006 2007

Capitalization of interest expense and personnel expenses to property and equipment (Notes 9 and 22) (108,151) — —
Write-off of other long-term investment (103,590) — —
Sale of investment in associated company (Note 7) (14,697) — —
Amortization of debt and bonds issuance costs and discount (Notes 15 and 16) (1,069) — —
Others (9,315) (172) (4,416)
Estimated taxable income of the Company 864,267 353,020 1,886,970
The computation of the income tax expense for the years ended December 31, 2005, 2006 and 2007 is as follows:
2005 2006 2007

Estimated taxable income of the Company 864,267 353,020 1,886,970
Income tax expense—current (at statutory tax rates) Company 259,263 105,888 566,073
Subsidiaries 72,278 93,741 94,602
Total income tax expense—current 331,541 199,629 660,675
Income tax expense (benefit) deferred—effect of temporary differences at enacted maximum tax rate (30%) Company
Depreciation—net 295,659 364,058 234,067
Write-off of accounts receivable 1,598 59,888 81,330
Equity in net income of investees 45,673 54,188 41,895
Accrual of employee benefits (21,841) (29,477) (45,436)
Provision for doubtful accounts (49,465) (26,474) (32,572)
Provision for termination, gratuity and compensation benefits of employees (4,885) (3,416) (4,689)
Amortization of goodwill and other intangible assets 10,866 2,062 (2,316)
Net periodic pension cost 10,927 4,111 (2,030)
Amortization of debt and bonds issuance costs and discount (Notes 15 and 16) 321 (1,182) (503)
Compensation expense for ESOP (5,867) 27,229 —
Loss on sale of investments in subsidiary and associated company 37,316 — —
Capitalization of interest expense and personnel expenses to property and equipment (Notes 9 and 22) 32,445 — —
Write-off of other long-term investment 31,077 — —
Adjustments due to tax audit — (62,956) —
Others (5,059) (10,950) (31,690)
378,765 377,081 238,056
Subsidiaries (12,382) (603) (39,214)
Net income tax expense—deferred 366,383 376,478 198,842
Total income tax expense 697,924 576,107 859,517
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The computation of the estimated income tax payable and claim for tax refund for the years ended December 31, 2006 and 2007 is as follows:
2006 2007
Income tax expense—current
Company 105,888 566,073
Subsidiaries 93,741 94,602
Total income tax expense—current 199,629 660,675
Less prepayments of income tax of the Company
Article 22 64,986 97,754
Article 23 117,799 46,611
Article 25 231,672 160,929
Total prepayments of income tax of the Company 414,457 305,294
Less prepayments of income tax of Subsidiaries
Article 22 2,600 885
Article 23 50,426 20,112
Article 25 30,362 47,987
Total prepayments of income tax of Subsidiaries 83,388 68,984
Total prepayments of income tax 497,845 374,278
Estimated income tax payable
Company — 260,779
Subsidiaries 10,353 25,618
Total estimated income tax payable 10,353 286,397
Claim for tax refund (presented as part of “Prepaid Taxes”) Company 308,569 —
The reconciliation between the income tax expense calculated by applying the applicable tax rate of 30% to the income before income tax and the income
tax expense as shown in the consolidated statements of income for the years ended December 31, 2005, 2006 and 2007 is as follows:
2005 2006 2007

Income before income tax per consolidated statements of income 2,352,795 2,022,667 2,929,616
Income tax expense at the applicable tax rate of 30% 705,839 606,800 878,885
Company’s equity in Subsidiaries’ income before income tax and reversal of inter-company consolidation
eliminations 46,003 53,783 43,669
Tax effect on permanent differences
Employee benefits 7,302 6,433 16,979
Donation 5,863 4,797 8,045
Interest income already subjected to final tax (64,647) (63,434) (70,395)
Assessments for income taxes and related penalties 9,823 25,302 (670)
Others 1,794 4,829 (1,948)
Valuation allowance adjustment (14,912) — —
Adjustment due to tax audit and others 859 (62,403) (15,048)
Income tax expense per consolidated statements of income 697,924 576,107 859,517
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The tax effects of significant temporary differences between financial and tax reporting of the Company which are outstanding as of December 31, 2006
and 2007 are as follows:
2006 2007
Deferred tax assets
Accrual of employee benefits—net 128,621 178,747
Allowance for doubtful accounts 171,195 122,437
Allowance for decline in value of investments in associated company and other long-term investments 46,883 46,883
Pension cost 24,487 26,517
Allowance for short-term investment 7,618 7,618
Total 378,804 382,202
Deferred tax liabilities
Property and equipment 1,406,071 1,641,735
Investments in subsidiaries/associated companies—net of amortization of goodwill and other intangible assets 205,841 212,134
Deferred debt and bonds issuance costs and discount 5,731 5,228
Difference in transactions of equity changes in associated companies/subsidiaries 1,752 1,752
Others 868 3,437
Total 1,620,263 1,864,286
Deferred tax liabilities—net 1,241,459 1,482,084
The breakdown by entity of the deferred tax assets and liabilities outstanding as of December 31, 2006 and 2007 is as follows:
2006 2007
Deferred Tax Deferred Tax Deferred Tax Deferred Tax
Assets Liabilities Assets Liabilities
Company — 1,241,459 — 1,482,084
Subsidiaries
Lintasarta 46,567 — 71,177 —
IMM — 2,048 2,806 —
APE — 995 — 137
SMT — — 13,135 —
SMM — — — —
Total 46,567 1,244,502 87,118 1,482,221
The deferred tax assets of Lintasarta relate mainly to the deferred tax on the temporary difference in the recognition of depreciation of property and
equipment.
The significant temporary differences on which deferred tax assets have been computed are not deductible for income tax purposes until the accrued
employee benefits are paid, the doubtful accounts are written off, the allowance for decline in value of investments in associated companies and other long-term
investments is
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realized upon sale of the investments, and the pension cost is paid. The deferred tax liabilities relate to the differences in the book and tax bases of property and
equipment, investments in subsidiaries/associated companies, and debt and bonds issuance costs and discount.
A valuation allowance has been established for certain deferred tax assets of a subsidiary. This valuation allowance reduces tax assets to an amount which
is more likely than not to be realized.
On January 19, 2005, the Company received SKPKB/STP from the DGT covering Satelindo’s 2003 VAT amounting to Rp9,677 (including penalties and
interest). The assessments have been fully paid by the Company and are presented as part of “Other Income (Expenses)—Others—net”.
On August 9, 2005, the Company received SKPKB/STP from the DGT for the Company’s 2003 VAT amounting to Rp1,734 (including penalties and
interest) and income tax articles 4(2), 22, 23 and 26 totalling Rp937 (including penalties and interest). The assessments were fully settled by the Company in
August 2005.
In 2005, as a result of the corporate income tax audit for fiscal year 2003, the Company’s tax loss carryover as of December 31, 2003 amounting to
Rp934,637 was adjusted by the Tax Office to become Rp501,179. On October 31, 2005, the Company submitted an objection letter to the Tax Office regarding
the above tax correction. On October 13, 2006, the Company received Decision Letter No. KEP-1716/WPJ.07/BD.05/2006 from the Tax Office declining the
Company’s appeal on the tax correction. On January 10, 2007, the Company submitted an appeal letter to the Tax Court concerning the Company’s objection to
the tax correction.
As of December 31, 2007, no provision for probable loss on such loss carryover adjustment was made in the consolidated financial statements as the
Company believes that it has computed its corporate income tax in accordance with the tax regulations.
On December 4, 2006, the Company received SKPKB/STP from the DGT for the Company’s VAT for the periods January—March 2004 and
August—October 2004 totalling Rp8,238 (including penalties and interest) and income tax articles 23 and 26 amounting to Rp8 and Rp60,493 (including
penalties and interest), respectively, for fiscal year 2004 (Note 6). The Company accepted the SKPKB for income tax article 23. On February 28, 2007, the
Company submitted an objection letter to the Tax Office regarding the tax correction on income tax article 26. As of December 31, 2007, the Company has not
received the reply to the objection letter (Note 37j).
On March 27, 2007, the Company received SKPKBs from the DGT for the Company’s income tax articles 23 and 26 amounting to Rp28,479 and
Rp82,126 (including penalties and interest), respectively, for fiscal year 2005 (Note 6). The Company accepted a part of the tax correction of income tax article
23 amounting to Rp3,039 which was charged to current operations in 2007. On June 22, 2007 and June 11, 2007, the Company submitted its objection letters to
the Tax Office regarding the SKPKBs of income tax article 23 for the remaining tax corrections and article 26, respectively. As of December 31, 2007, the
Company has not received the reply to the objection letters (Note 37k).
The Company provides for deferred tax liabilities and deferred tax assets relating to the book-versus-tax-basis differences in its investment in domestic
subsidiaries as the Company believes that for certain subsidiaries the investment will be recovered through the sale of the shares which is a taxable transaction,
and for other subsidiaries, the differences will be deductible from ordinary income as a result of a merger.
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The tax losses carryover of SMM and SMT as of December 31, 2007 can be carried forward through 2012 based on the following schedule:
Year of Expiration Amount

2008 356
2009 2,035
2010 1,885
2011 14,191
2012 30,204
Total 48,671
14. ACCRUED EXPENSES

2006 2007
Radio frequency fee 94,962 233,146
Network repairs and maintenance 132,062 222,594
Employee benefits 137,399 215,720
Interest 203,055 202,936
Marketing 53,112 134,950
Concession fee 65,584 82,790
Universal Service Obligation (“USO”) 69,602 60,741
Consultancy fees 38,761 50,186
Outsourcing 2,413 21,991
Dividend penalty to the Government (Note 30j) 20,633 —
Total 896,435 1,340,435
15. LOANS PAYABLE

2006 2007
Related parties
Mandiri—net of unamortized debt issuance cost of Rp5,091 — 1,994,909
Syndicated Loan Facility 2
BNI—net of unamortized debt issuance cost of Rp2,131 515,514 —
Mandiri—net of unamortized debt issuance cost of Rp457 120,135 —
Third parties—net of unamortized debt issuance cost of Rp5,096 in 2006 and Rp7,128 in 2007; and unamortized debt discount of
Rp37,191 in 2007 996,236 2,748,511
Total loans payable 1,631,885 4,743,420
Less current maturities:
Related parties — 200,000
Third parties 127,191 294,387
Total current maturities 127,191 494,387
Long-term portion 1,504,694 4,249,033
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The details of the loans from related parties are as follows:
a. Mandiri
On September 18, 2007, the Company obtained a five-year unsecured credit facility from Mandiri amounting to Rp2,000,000 for the purchase of
telecommunications equipment. The loan bears interest at (i) fixed annual rates for the first two years (9.75% on the first year and 10.5% on the second
year), and (ii) floating rates for the remaining years based on the prevailing annual rate of 3-month JIBOR plus 1.5% per annum. stThe interest
nd
is payable
quarterly. The repayment of the loan drawdowns will be maderd annually,th as follows: (a) 10% of the total loan drawdowns in the 1 and 2 years after the th
first drawdown, (b) 15% of the total loan drawdowns in the 3 and 4 years after the first drawdown, and (c) 50% of the total loan drawdowns in the 5
year after the signing date of the agreement.
On September 27 and December 27, 2007, the Company made the first and second loan drawdowns totalling Rp2,000,000.
Based on the loan agreement, the Company is required to comply with certain covenants, such as maintaining certain financial ratios.
b. Syndicated Loan Facility 2

On October 2, 2003, the Company entered into a syndicated loan agreement covering Rp3,165,000 with the following syndicated banks:
Bank Tranche Amount

BCA C 975,000
Mandiri * B 900,000
BNI * C 900,000
Danamon * A 240,000
Bukopin A 150,000
Total 3,165,000
* related parties
On December 8, 2003, the Company drew Rp200,000 and Rp1,800,000 from its facility under Tranches B and C, respectively. Based on the loan
agreement, the Company should use the proceeds of the loans to repay IM3’s debts and Satelindo’s debts based on the Master Restructuring Agreement,
and/or for capital expenditure financing, and/or for other corporate general needs if IM3’s debts are repaid using other facility.
The interest rates ranged from 9.30% to 11.92% in 2005. The interest rate was fixed at 9.3% per annum in 2006 and up to March 31, 2007. During
April—June 2007 and July—December 2007, the annual floating interest rates were 10.6% and 10.5%, respectively.
On December 7, 2004, the Company paid the first semi-annual installments amounting to Rp73,125, Rp61,875 and Rp22,220 to BCA, BNI and
Mandiri, respectively.
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On March 31, 2005, the Company made early payments of the loans amounting to Rp290,112, Rp245,480 and Rp57,188 to BCA, BNI and Mandiri,
respectively. On the same date, the Company also entered into agreements amending the loan agreement with BCA, BNI and Mandiri. The amendments
covered, among others, the following:
• The remaining balance of the loans would mature on April 1, 2008. However, the amendment provided early repayment option for the Company,
commencing from April 1, 2007 up to the maturity date. Any repayment made before April 1, 2007 would require the Company to pay penalty
amounting to 1% of such repaid amount.
• The loan interest rates would be as follows:
—April 1, 2005—March 31, 2007 : fixed interest at the rate of 9.3% per annum
—April 1, 2007—March 31, 2008 : 10.5% per annum or a reference rate plus margin rate
of 2.5%, whichever rate was higher.
On September 6, 2007, the Company paid in full the balance of the loans amounting to Rp1,250,000 for the principal amount and Rp24,792 for the
last interest installment.
The loans from third parties consist of the following:
2006 2007
BCA—net of unamortized debt issuance cost of Rp5,091 — 1,994,909
Goldman Sachs International
Principal, net of unamortized debt discount of Rp37,191 — 397,109
Foreign Exchange (FX) Conversion Option — 76,767
Finnish Export Credit Ltd.—net of unamortized debt issuance cost of Rp2,588 in 2006 and Rp2,038 in 2007 305,896 247,817
Investment Credit Facility 4 from Niaga 40,446 22,446
Investment Credit Facility 5 from Niaga — 9,463
Syndicated Loan Facility 2 (refer to previous section on loans from related parties)
BCA—net of unamortized debt issuance cost of Rp2,508 609,255 —
Investment Credit Facility 3 from Niaga 39,139 —
Investment Credit Facility 2 from Niaga 1,500 —
Total 996,236 2,748,511
Less current maturities 127,191 294,387
Long-term portion 869,045 2,454,124
a. BCA
On August 28, 2007, the Company obtained a five-year unsecured credit facility from BCA amounting to Rp1,600,000 for the repayment of
Syndicated Loan Facility 2 and the purchase of telecommunications equipment. The loan bears interest at (i) fixed annual rates for the first two years
(9.75% on the first year and 10.5% on the second year), and (ii) floating rates for the remaining years based on the prevailing annual rate of 3-month
JIBOR plus 1.5% per annum. On September 20, 2007, the Company obtained additional credit facility of Rp400,000. As a result, the credit facility has
become Rp2,000,000. The interest is payable quarterly. The repayment of the loan drawdowns will be made annually, as follows: (a) 10% of the total loan
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st nd rd th
drawdowns in the 1 and 2 years after the first
th
drawdown, (b) 15% of the total loan drawdowns in the 3 and 4 years after the first drawdown, and
(c) 50% of the total loan drawdowns in the 5 year after the first drawdown.
On September 27, October 26 and December 27, 2007, the Company made the first, second and third loan drawdowns totalling Rp2,000,000.
b. Goldman Sachs International (“GSI”)

On May 30, 2007, the Company received from GSI a loan amounting to Rp434,300 which was received in U.S. dollar amounting to US$50,000 for
financing the purchase of telecommunications equipment. The loan will mature on May 30, 2013. The loan bears interest at the fixed annual rate of 8.75%
applied on the Rp434,300, which is payable quarterly every February 28, May 30, August 30 and November 30 commencing on August 30, 2007 up to
May 30, 2012.
The loan agreement provides an option for GSI to convert the loan payable into a U.S. dollar loan of US$50,000 on May 30, 2012 (“FX Conversion
Option”). The fair value of the FX Conversion Option as of December 31, 2007 amounted to US$8,173 (equivalent to Rp76,767). If GSI takes such option,
starting May 30, 2012, the loan will bear interest at the fixed annual rate of 6.45% applied on the US$50,000 principal and both U.S. dollar principal and
interest thereon will be due on May 30, 2013.
Based on the loan agreement, the Company is required to notify GSI regarding the following events which can result in loan termination, such as
(i) certain changes affecting withholding taxes in the United Kingdom or Indonesia, (ii) default under Guaranteed Notes due 2012 (Note 16), (iii) default
under the Company’s USD Notes and IDR Bonds (Note 16), (iv) redemption, purchase or cancellation of the Guaranteed Notes Due 2012 (Note 16) and
there are no USD Indosat Notes outstanding upon such redemption, purchase or cancellation, and (v) change of control in the Company.
c. Finnish Export Credit Ltd. (“FEC”)

On May 12, 2006, the Company obtained a credit facility from FEC amounting to US$38,000 with ABN-AMRO Bank N.V., Jakarta Branch as the
“arranger” and ABN-AMRO Bank N.V., Stockholm Branch as the “facility agent” to be used for the purchase of telecommunications equipment. The loan
bears interest at the fixed annual rate of 4.15%. The loan, together with the related interest, is payable semi-annually until March 12, 2011.
d. Investment Credit Facility 4 from Niaga

On August 29, 2005, Lintasarta obtained a credit facility from Niaga amounting to Rp45,000 for the purchase of telecommunications equipment,
computers and other supporting facilities. The loan bears interest at the prevailing annual rate of 3-month Certificates of Bank Indonesia plus 3% per
annum. The quarterly repayment of the principal started on November 29, 2006, at Rp4,500 each quarter up to February 28, 2009.
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The loan is collateralized by all equipment (Note 9) purchased from the proceeds of the credit facility and trade accounts receivable from frame relay
(Note 5).
The loan also has the same restrictive covenants as the Investment Credit Facilities 2, 3 and 5 from Niaga.
e. Investment Credit Facility 5 from Niaga

On July 10, 2007, Lintasarta obtained a credit facility from Niaga amounting to Rp50,000 for the purchase of telecommunications equipment,
computers and other supporting facilities. The loan bears interest at the prevailing annual rate of 1-month Certificate of Bank Indonesia plus 2.25% per
annum. The quarterly repayment of the principal will start on October 10, 2008 at Rp5,000 each quarter up to January 10, 2011. As of December 31, 2007,
Lintasarta has already drawn from this credit facility the amount of Rp9,463.
The loan is collateralized by all equipment (Note 9) purchased from the proceeds of the credit facility.
f. Investment Credit Facility 3 from Niaga

On June 29, 2004, Lintasarta obtained a loan from a credit facility from Niaga for the purchase of telecommunications equipment, computers and
other supporting facilities amounting to Rp98,000. The loan bears interest at 3-month time deposits rate guaranteed by Bank Indonesia plus 3.5% per
annum. The quarterly repayment of the principal started on September 29, 2005, at Rp9,800 each quarter up to December 29, 2007.
The loan is collateralized by all equipment (Note 9) purchased from the proceeds of the credit facility, trade accounts receivable from frame relay
(Note 5) and trade accounts receivable from one of Lintasarta’s customers.
g. Investment Credit Facility 2 from Niaga

On August 14, 2003, Lintasarta obtained a credit facility from Niaga amounting to Rp15,000 to finance a letter of credit facility. The full amount
was drawn down in 2004 and bore interest at 3-month time deposit rate guaranteed by Bank Indonesia plus a spread of 3% per annum. The loan was
payable in quarterly installments of Rp1,500 starting November 14, 2004 and in February 2007, the final installment was paid.
The loan was collateralized by all equipment (Note 9) purchased from the proceeds of the credit facilities and trade accounts receivable from frame
relay (Note 5).
Lintasarta was required to obtain prior written approval from Niaga if:
• The combined ownership of the Company and Yayasan Kesejahteraan Karyawan Bank Indonesia in Lintasarta became less than 51% during
the facility period.
• Lintasarta obtained new debts (Note 16).
• Lintasarta invested in other than Lintasarta’s current business.
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Lintasarta was also required to maintain certain financial ratios including the Debt Service Coverage Ratio of not less than 1.2 : 1.
The scheduled principal payments from 2008 to 2013 of all the loans payable as of December 31, 2007 are as follows:
Twelve months ending December 31,

2012 and
2008 2009 2010 2011 2013 Total
In rupiah
Mandiri 200,000 200,000 300,000 300,000 1,000,000 2,000,000
BCA 200,000 200,000 300,000 300,000 1,000,000 2,000,000
GSI — — — — 434,300 434,300
Niaga 23,000 8,909 — — — 31,909
Sub-total 423,000 408,909 600,000 600,000 2,434,300 4,466,209
In U.S. dollar
FEC (US$26,600) 71,387 71,387 71,387 35,693 — 249,854
GSI (US$8,173) — — — — 76,767 76,767
Sub-total 71,387 71,387 71,387 35,693 76,767 326,621
Total 494,387 480,296 671,387 635,693 2,511,067 4,792,830
Less:
—unamortized debt discount (37,191)
—unamortized debt issuance costs (12,219)
Net 4,743,420
The amortization of debt issuance costs and debt discount on the loans amounted to Rp9,576 in 2005, Rp10,928 in 2006 and Rp9,132 in 2007 (Note 24).
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16. BONDS PAYABLE

2006 2007
Guaranteed Notes Due 2010 (US$300,000)—net of unamortized notes issuance cost of Rp17,432 in 2006 and Rp13,389 in
2007 2,688,568 2,804,511
Fifth Indosat Bonds in Year 2007 with Fixed Rates—net of unamortized bonds issuance cost of Rp7,629 — 2,592,371
Third Indosat Bonds in Year 2003 with Fixed Rates—net of unamortized bonds issuance cost of Rp14,855 in 2006 and
Rp8,622 in 2007 2,485,145 2,491,378
Guaranteed Notes Due 2012 (US$250,000)—net of unamortized notes discount of Rp13,398 in 2006 and Rp11,338 in 2007;
and unamortized notes issuance cost of Rp28,105 in 2006 and Rp23,781 in 2007 2,213,497 2,313,131
Fourth Indosat Bonds in Year 2005 with Fixed Rate—net of unamortized bonds issuance cost of Rp7,117 in 2006 and Rp5,842
in 2007 807,883 809,158
Indosat Sukuk Ijarah II in Year 2007—net of unamortized bonds issuance cost of Rp1,179 — 398,821
Indosat Syari’ah Ijarah Bonds in Year 2005—net of unamortized bonds issuance cost of Rp2,523 in 2006 and Rp2,071 in 2007 282,477 282,929
Second Indosat Bonds in Year 2002 with Fixed and Floating Rates 1,075,000 200,000
Limited Bonds II issued by Lintasarta* 31,150 31,150
Limited Bonds I issued by Lintasarta** 25,292 25,292
Indosat Syari’ah Mudharabah Bonds in Year 2002 175,000 —
Convertible Bonds issued by Lintasarta*** 5,526 —
Total bonds payable 9,789,538 11,948,741
Less current maturities 1,055,526 1,860,000
Long-term portion 8,734,012 10,088,741
* after elimination of Limited Bonds II amounting to Rp35,000 issued to the Company
** after elimination of Limited Bonds I amounting to Rp9,564 issued to the Company
*** after elimination of Convertible Bonds amounting to Rp14,473 issued to the Company in 2006
Guaranteed Notes Due 2010

In October 2003, the Company, through IFB, issued Guaranteed Notes Due 2010 with fixed rate. The notes have a total face value of US$300,000.
The notes bear interest at the fixed rate of 7.75% per annum payable in semi-annual installments on May 5 and November 5 of each year, commencing
May 5, 2004. The notes will mature on November 5, 2010.
The notes are redeemable at the option of IFB, in whole or in part at any time on or after November 5, 2008. The notes are redeemable at prices
equal to 103.8750%, 101.9375% and 100.0000% of the principal amount during the 12-month period commencing on November 5 of 2008, 2009 and
2010, respectively. In addition, prior to November 5, 2006, IFB may redeem up to a maximum of 35% of the original aggregate principal amount, with the
proceeds of one or more public equity offerings of the Company, at a price equal to 107.75% of the principal amount thereof, plus accrued and unpaid
interest and additional amounts, if any.
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The notes are also redeemable at the option of IFB, in whole but not in part, at any time, at a price equal to 103.5625% of the principal amount thereof,
plus any accrued and unpaid interest and additional amounts to the date of redemption, in the event of certain changes affecting withholding taxes in
Indonesia and the Netherlands that would require IFB or the Company to pay an additional amount in respect of any note in excess of certain amounts.
Upon a change in control of IFB (including sale, transfer, assignment, lease, conveyance or other disposition of all or substantially all of IFB’s assets), the
holder of the notes has the right to require IFB to repurchase all or any part of such holder’s notes at a purchase price equal to 101% of the principal
amount thereof, plus accrued and unpaid interest and additional amounts, if any, to the purchase date.
The net proceeds, after deducting the underwriting fee and offering expenses, were received on November 5, 2003 and used primarily to repay a
portion of Indosat’s (including Satelindo’s and IM3’s) outstanding indebtedness amounting to Rp1,500,000 and US$447,500.
Based on the notes indenture, the Company is required to comply with certain conditions, such as maintaining certain financial ratios.
The notes are unconditionally and irrevocably guaranteed by the Company.
On January 11, 2006, IFB released a consent solicitation statement (the “solicitation”) relating to its outstanding Guaranteed Notes Due 2010. The
primary purpose of the solicitation was to modify certain covenants under the indenture of Guaranteed Notes Due 2010 to conform with the terms in the
indenture of Guaranteed Notes Due 2012. The amendment to the indenture included, among others, the change in the limit of the permitted debt that could
be incurred by IFB and Lintasarta, and IFB’s ability to incur new debt (Note 24).
On January 24, 2006, IFB received consents from holders of the Guaranteed Notes Due 2010 representing an aggregate principal amount of
US$239,526 or 79.842% of the outstanding notes.
Based on the latest rating report, the notes currently have BB (released in July 2007) and Ba2 (released in October 2007) ratings from Standard &
Poor’s (“S&P”) and Moody’s Investors Service (“Moody’s”), respectively.
Fifth Indosat Bonds in Year 2007 with Fixed Rates

On May 29, 2007, the Company issued its Fifth Indosat Bonds in Year 2007 with Fixed Rates (“Fifth Indosat Bonds”), with BRI as the trustee. The
bonds have a total face value of Rp2,600,000. The bonds consist of two series:
• Series A bonds amounting to Rp1,230,000 which bear interest at the fixed rate of 10.20% per annum starting May 29, 2007. These bonds
will mature on May 29, 2014.
• Series B bonds amounting to Rp1,370,000 which bear interest at the fixed rate of 10.65% per annum starting May 29, 2007. These bonds
will mature on May 29, 2017.
st
The bonds will mature before the maturity dates if, after the 1 anniversary of the bonds, the Company exercises its option to buy back part or all of
the bonds at market price temporarily or as an early settlement.
PT Kustodian Sentral Efek Indonesia (“KSEI”), acting as payment agent, shall pay interest on the bonds, as follows:
Series A : Starting August 29, 2007 and every quarter thereafter up to May 29, 2014.
Series B : Starting August 29, 2007 and every quarter thereafter up to May 29, 2017.
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The Company received the proceeds of the bonds on May 31, 2007.
The net proceeds, after deducting the underwriting fee and offering expenses, were used for capital expenditure to expand the Company’s cellular
network.
Based on the bonds indenture, the Company is required to comply with certain conditions, such as maintaining certain financial ratios.
The bonds are neither collateralized by any specific Company assets nor guaranteed by other parties. All of the Company’s assets, except for the
assets that have been specifically used as security to its other creditors, are used as pari-passu security to all of the Company’s other liabilities including
the bonds.
Based on the latest rating report released in May 2007, the bonds have idAA+ (stable outlook) rating from PT Pemeringkat Efek Indonesia
(“Pefindo”).
Third Indosat Bonds in Year 2003 with Fixed Rates

On October 15, 2003, the Company issued at face value its Third Indosat Bonds in Year 2003 with Fixed Rates (“Third Indosat Bonds”), with BRI
as the trustee. The bonds have a total face value of Rp2,500,000 in Rp50 denomination. The bonds consist of two series:
• Series A bonds amounting to Rp1,860,000 which bear interest at the fixed rate of 12.5% per annum for 5 years starting October 22, 2003.
• Series B bonds amounting to Rp640,000 which bear interest at the fixed rate of 12.875% per annum for 7 years starting October 22, 2003.
The bonds will mature if the Company exercises the following options:
• Early Settlement Option : the Company has the right to make early payment for all the Series A bonds on the 4th
anniversary of the bonds at 100% of the bonds’ nominal value. The Company has also the
right to make early payment for all the Series B bonds on the 4th and 6th anniversaries of the
bonds at 100% of the bonds’ nominal value.
• Buy-back Option : after the 1st anniversary of the bonds, the Company has the right to buy back part or all of the
bonds at market price temporarily or as an early settlement.
KSEI, acting as payment agent, pays interest on the bonds, as follows:

Series A : Starting January 22, 2004 and every quarter thereafter up to October 22, 2008.
Series B : Starting January 22, 2004 and every quarter thereafter up to October 22, 2010.
The proceeds of the bonds were used as capital injection to Satelindo which, in turn, used the proceeds to repay its debts and Guaranteed Floating
Rate Bonds.
the bonds.
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Based on the latest rating report released in May 2007, the bonds have idAA+ (stable outlook) rating from Pefindo.
Guaranteed Notes Due 2012

On June 22, 2005, the Company, through IIFB, issued Guaranteed Notes Due 2012 with fixed rate. The notes have a total face value of US$250,000
and were issued at 99.323% of their principal amount. The notes bear interest at the fixed rate of 7.125% per annum payable in semi-annual installments
due on June 22 and December 22 of each year, commencing December 22, 2005. The notes will mature on June 22, 2012.
The notes will be redeemable at the option of IIFB, in whole or in part at any time on or after June 22, 2010 at prices equal to 103.5625%,
101.7813% and 100.0000% of the principal amount during the 12-month period commencing June 22, 2010, 2011 and 2012, respectively, plus accrued
and unpaid interest and additional amounts, if any. In addition, prior to June 22, 2008, IIFB may redeem up to a maximum of 35% of the original
aggregate principal amount, with the proceeds of one or more public equity offerings of the Company, at a price equal to 107.125% of the principal
amount thereof, plus accrued and unpaid interest and additional amounts, if any. The notes are also redeemable at the option of IIFB, in whole but not in
part, at any time, at a price equal to 103.5625% of the principal amount thereof, plus any accrued and unpaid interest and additional amounts to the date of
redemption, in the event of certain changes affecting withholding taxes in Indonesia and the Netherlands that would require IIFB or the Company to pay an
additional amount in respect of any note in excess of certain amounts. Upon a change in control of IIFB (including sale, transfer, assignment, lease,
conveyance or other disposition of all or substantially all of IIFB’s assets), the holder of the notes has the right to require IIFB to repurchase all or any part
of such holder’s notes at a purchase price equal to 101% of the principal amount thereof, plus accrued and unpaid interest and additional amounts, if any,
to the purchase date.
The net proceeds, after deducting the underwriting fee and offering expenses, were received on June 23, 2005 and used for general corporate
purposes, including capital expenditures.
Based on the notes indenture, the Company is required to comply with certain conditions, such as maintaining certain financial ratios.
The notes are unconditionally and irrevocably guaranteed by the Company.
Based on the latest rating report, the notes have BB (released in July 2007) and Ba2 (released in October 2007) ratings from S&P and Moody’s,
respectively.
Fourth Indosat Bonds in Year 2005 with Fixed Rate

On June 21, 2005, the Company issued its Fourth Indosat Bonds in Year 2005 with Fixed Rate (“Fourth Indosat Bonds”), with BRI as the trustee.
The bonds have a total face value of Rp815,000 in Rp50 denomination. The bonds bear interest at the fixed rate of 12% per annum, payable on a quarterly
basis. The bonds will mature on June 21, 2011.
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The bonds will mature before maturity date if the Company exercises the following options:
• Early Settlement Option : the Company has the right to make early payment for all the bonds on the 4th anniversary of
the bonds at 100% of the bonds’ nominal value.
bonds at market price.
The proceeds of the bonds were used for capital expenditure to expand the Company’s cellular network.
the bonds.
Indosat Sukuk Ijarah II in Year 2007 (“Sukuk Ijarah II”)

On May 29, 2007, the Company issued its Sukuk Ijarah II, with BRI as the trustee. The bonds have a total face value of Rp400,000. The bonds will
mature on May 29, 2014.
st
The bonds will mature before maturity date if, after the 1 anniversary of the bonds, the Company exercises its option to buy back part or all of the
Bondholders are entitled to annual fixed Ijarah return (“Cicilan Imbalan Ijarah”) totalling Rp40,800, payable on a quarterly basis starting August 29,
2007 up to May 29, 2014.
The Company received the proceeds of the bonds on May 31, 2007.
the bonds.
Based on the latest rating report released in May 2007, the bonds have idAA(sy)+ (stable outlook) rating from Pefindo.
Indosat Syari’ah Ijarah Bonds in Year 2005 (“Syari’ah Ijarah Bonds”)

On June 21, 2005, the Company issued its Syari’ah Ijarah Bonds, with BRI as the trustee. The bonds have a total face value of Rp285,000 in Rp50
denomination. The bonds will mature on June 21, 2011.
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Bondholders are entitled to annual fixed Ijarah return (“Cicilan Imbalan Ijarah”) totalling Rp34,200, payable on a quarterly basis starting
September 21, 2005 up to June 21, 2011.
The bonds will mature before maturity date if the Company exercises the following options:
• Early Settlement Option : the Company has the right to make early payment for all the bonds on the 4th anniversary of the
bonds at 100% of the bonds’ nominal value.
assets that have been specifically used as security to its other creditors, are used as pari-passu security for all of the Company’s other liabilities including
the bonds.
Based on the latest rating report released in May 2007, the bonds have idAA(sy)+ (stable outlook) rating from Pefindo.
Second Indosat Bonds in Year 2002 with Fixed and Floating Rates
On November 6, 2002, the Company issued its Second Indosat Bonds in Year 2002 with Fixed and Floating Rates (“Second Indosat Bonds”), with
BRI as the trustee. The bonds have a total face value of Rp1,075,000 in Rp50 denomination. The bonds consist of three series:
• Series A bonds amounting to Rp775,000 which bore interest at the fixed rate of 15.75% per annum starting February 6, 2003. The Series A
bonds matured on November 6, 2007.
• Series B bonds amounting to Rp200,000 which bear interest at the fixed rate of 16% per annum for 30 years starting February 6, 2003. The
bonds mature if the Company or the bondholder exercises the following options:
—BuyOption : the Company has the right to make early payment for all the Series B bonds on the 5th, 10th,
15th, 20th and 25th anniversaries of the bonds at 101% of the bonds’ nominal value.
—SellOption : the bondholder has the right to ask for early settlement from the Company at 100% of the bonds’
nominal value: 1) at any time, if the rating of the bonds decreases to AA- or lower (Special Sell
id
Option) or 2) on the 15th, 20th and 25th anniversaries of the bonds (Regular Sell Option).
• Series C bonds amounting to Rp100,000 which bore interest at the fixed rate of 15.625% per annum for the first year starting February 6,
2003 and floating rates for the succeeding years until November 6, 2007. The floating rates were determined using the last interest rate for
three-month period of Certificates of Bank Indonesia, plus 1.625% margin. The floating rates should have a maximum limit of 18.5% and a
minimum limit of 15% per annum.
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KSEI, acting as payment agent, shall pay interest on the bonds, as follows:
Series A and C : Starting February 6, 2003 and every quarter thereafter up to November 6, 2007.
Series B : Starting February 6, 2003 and every quarter thereafter up to November 6, 2032.
—BuyOption : February 6, 2003 and every quarter thereafter up to November 6, 2007, 2012, 2017,
2022 and 2027
—SellOption : February 6, 2003 and every quarter thereafter up to November 6, 2017, 2022 and 2027.
assets that have been specifically used as security to its other creditors, are used as pari-passu security for all of the Company’s other liabilities including
the bonds.
The proceeds of the bonds were used to repay the working capital loan from Mandiri and time loan facility from BCA.
On November 6, 2007, the Company paid in full the Second Indosat Bonds Series A and C totalling Rp875,000.
Limited Bonds II issued by Lintasarta

On June 14, 2006, Lintasarta entered into an agreement with its stockholders for the former to issue Limited Bonds II amounting to Rp66,150. The
limited bonds represent unsecured bonds which will mature on June 14, 2009 and bear interest at the floating rates determined using the average 3-month
rupiah time deposit rates with Mandiri, BNI, BRI and BTN, plus a fixed premium of 3%. The maximum limit of the floating rate is 19% and the minimum
limit is 11% per annum. The interest is payable on a quarterly basis starting September 14, 2006.
On July 17, 2006, Lintasarta obtained approval from Niaga on the issuance of the Limited Bonds II (Note 15).
The proceeds of the Limited Bonds II were used for capital expenditure to expand Lintasarta’s telecommunication peripherals.
Limited Bonds I issued by Lintasarta

In June 2003, Lintasarta entered into an agreement with its stockholders for the former to issue Limited Bonds I amounting to Rp40,000. The limited
bonds represented unsecured bonds which matured on June 2, 2006 and bore interest at the fixed rate of 16% per annum for the first year and floating rates
for the succeeding years. The floating rates were determined using the average 3-month rupiah time deposit rates with Mandiri, BNI, BRI and BTN, plus a
fixed premium of 3%. The maximum limit of the floating rate is 19% and the minimum limit is 11% per annum. Lintasarta paid interest on the bonds
quarterly starting September 2, 2003.
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On the maturity date, Lintasarta paid a certain portion of limited bonds I amounting to Rp5,144 and subsequently extended the maturity date of the
remaining balance of Rp34,856 until June 2, 2009. The extension of maturity date was made based on the first amendment dated June 14, 2006 of the
Limited Bonds I Agreement. These bonds bear interest at floating rates determined using the average 3-month rupiah time deposit rates with Mandiri, BNI,
BRI and BTN, plus a fixed premium of 3%. The maximum limit of the floating rate is 19% and the minimum limit is 11% per annum. The interest is
payable on a quarterly basis.
On July 17, 2006, Lintasarta obtained approval from Niaga on the changes in maturity date and nominal value of the Limited Bonds I (Note 15).
Indosat Syari’ah Mudharabah Bonds in Year 2002 (“Syari’ah Mudharabah Bonds”)

On November 6, 2002, the Company issued its Syari’ah Mudharabah Bonds, with BRI as the trustee. The bonds had a total face value of Rp175,000
in Rp50 denomination and matured on November 6, 2007.
Each bondholder was entitled to a revenue-sharing income [Pendapatan Bagi Hasil (“PBH”)], which was determined on the basis of the
bondholder’s portion (Nisbah) of the Shared Revenue (Pendapatan Yang Dibagihasilkan). Shared Revenue referred to the operating revenue of Satelindo
and IMM earned from their satellite and internet services, respectively. The bondholders’ portions (expressed in percentages) of the satellite and internet
services revenue were as follows:
Percentage (%)
Year Satellite Internet
1 6.91 10.75
2 6.91 9.02
3 6.91 7.69
4 6.91 6.56
5 6.91 5.50
Based on an agreement reached between the Company and the bondholders in the Syari’ah Mudharabah Bondholders’ General Meeting held on
October 1, 2003, the Shared Revenue which previously referred to the operating revenue of Satelindo earned from its satellite services was changed to the
operating revenue of the Company earned from the same services. The bondholders’ portions (expressed in percentages) of the Company’s satellite
revenue also changed as follows:
Year Percentage (%)

1 6.91
2 9.34
3 9.34
4 9.34
5 9.34
KSEI, acting as payment agent, paid quarterly the revenue-sharing income on the bonds starting February 6, 2003 until November 6, 2007.
The bonds were neither collateralized by any specific Company assets nor guaranteed by other parties. All of the Company’s assets, except for the
assets that have been specifically used as a security to its other creditors, were used as pari-passu security for all of the Company’s other liabilities
including the bonds.
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The proceeds of the bonds replaced the Company’s internal funds used for the development of its cellular business through the acquisition of
Satelindo.
Based on the bonds indenture, the Company was required to comply with certain conditions, such as maintaining certain financial ratios.
Based on the latest rating report released in May 2007, the bonds had idAA(sy)+ (stable outlook) rating from Pefindo.
On November 6, 2007, the Company paid in full the Syari’ah Mudharabah Bonds amounting to Rp175,000.
Convertible Bonds issued by Lintasarta

At Lintasarta’s Stockholders’ Annual General Meeting held in March 2002, the stockholders approved, among others, the declaration of cash
dividend amounting to Rp25,300 of which Rp4,149 (net of tax) was paid in June 2002. The remaining dividend was distributed in the form of unsecured
convertible bonds, which bore interest at the annual fixed rate of 19% and paid on a quarterly basis. The bonds were converted into Lintasarta’s common
stock at par value of Rp1,000,000 per share on the bonds’ maturity date on June 3, 2007 (Notes 1d and 2u).
On May 23, 2003, Lintasarta obtained approval from Niaga on the issuance of the Convertible Bonds (Note 15).
Based on the first amendment dated July 12, 2004 of the Convertible Bonds Agreement, the fixed interest rate of the Convertible Bonds issued by
Lintasarta had been changed to become a floating rate. The floating rate was determined using the average rate for 6-month rupiah time deposits with
Mandiri, BNI, BRI and BTN, plus a fixed premium of 3%. The maximum limit of the floating rate was 19% and the minimum limit was 11% per annum.
The first amendment was effective starting July 1, 2004.
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The scheduled principal payments of all the bonds payable outstanding as of December 31, 2007 are as follows:
Twelve months ending December 31,

2011 and
2008 2009 2010 thereafter* Total
In U.S. dollar
Guaranteed Notes *
Due 2010 (US$300,000) — — 2,817,900 — 2,817,900
Due 2012 (US$250,000) — — — 2,348,250 2,348,250
Sub-total — — 2,817,900 2,348,250 5,166,150
In rupiah
Fifth Indosat Bonds * — — — 2,600,000 2,600,000
Third Indosat Bonds * 1,860,000 — 640,000 — 2,500,000
Fourth Indosat Bonds * — — — 815,000 815,000
Sukuk Ijarah II * — — — 400,000 400,000
Syari’ah Ijarah Bonds * — — — 285,000 285,000
Second Indosat Bonds * — — — 200,000 200,000
Limited Bonds II of Lintasarta — 31,150 — — 31,150
Limited Bonds I of Lintasarta — 25,292 — — 25,292
Sub-total 1,860,000 56,442 640,000 4,300,000 6,856,442
Total 1,860,000 56,442 3,457,900 6,648,250 12,022,592
Less:
—unamortized notes issuance cost (37,170)
—unamortized bonds issuance cost (25,343)
—unamortized notes discount (11,338)
Net 11,948,741
* Refer to previous discussion on early repayment options for each bond/note.
The amortization of bonds issuance cost, notes issuance cost and discount amounted to Rp11,625 in 2005, Rp16,691 in 2006 and Rp18,829 in 2007 (Note
24).
17. OTHER NON-CURRENT LIABILITIES

This account consists mainly of non-current portions of post-retirement benefits, benefits under Labor Law No. 13/2003 (Note 25), other employee
benefits and deposits from customers.
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18. CAPITAL STOCK

The Company’s capital stock ownership as of December 31, 2006 and 2007 is as follows:
Number of Percentage
Shares Issued of Ownership
Stockholders and Fully Paid Amount (%)
2006
A Share
Government of the Republic of Indonesia 1 — —
B Shares
Indonesia Communications Limited, Mauritius 2,171,250,000 217,125 39.96
Government of the Republic of Indonesia 776,624,999 77,662 14.29
JP Morgan Chase Bank U.S. Resident (Norbax, Inc.) 316,633,950 31,663 5.83
Indonesia Communications Pte. Ltd., Singapore 46,340,000 4,634 0.85
Commissioners:
Lee Theng Kiat 135,000 14 0.00
Roes Aryawijaya 135,000 14 0.00
Setyanto P. Santosa 135,000 14 0.00
Directors:
Wityasmoro Sih Handayanto 287,500 28 0.01
Wahyu Wijayadi 252,500 25 0.01
Raymond Tan Kim Meng 222,500 22 0.01
Joseph Chan Lam Seng 150,000 15 0.00
Wong Heang Tuck 150,000 15 0.00
Johnny Swandi Sjam 30,000 3 0.00
S. Wimbo S. Hardjito 2,500 — —
Others (each holding below 5%) 2,121,584,550 212,159 39.04
Total 5,433,933,500 543,393 100.00
2007
A Share
Government of the Republic of Indonesia 1 — —
B Shares
Indonesia Communications Limited, Mauritius 2,171,250,000 217,125 39.96
Government of the Republic of Indonesia 776,624,999 77,662 14.29
JP Morgan Chase Bank U.S. Resident (Norbax, Inc.) (Note 40) 316,633,950 31,663 5.83
Indonesia Communications Pte. Ltd., Singapore 46,340,000 4,634 0.85
Commissioner:
Lee Theng Kiat 135,000 14 0.00
Directors:
Raymond Tan Kim Meng 222,500 22 0.01
Wahyu Wijayadi 152,500 15 0.00
Wong Heang Tuck 75,000 8 0.00
Johnny Swandi Sjam 30,000 3 0.00
Fadzri Sentosa 10,000 1 0.00
Others (each holding below 5%) 2,122,459,550 212,246 39.06
Total 5,433,933,500 543,393 100.00
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The “A” share is a special share held by the Government of the Republic of Indonesia and has special voting rights. The material rights and restrictions
which are applicable to the “B” shares are also applicable to the “A” share, except that the Government may not transfer the “A” share, and it has a veto right
with respect to (i) amendment to the objective and purposes of the Company; (ii) increase of capital without pre-emptive rights; (iii) merger, consolidation and
acquisition; (iv) amendment to the provisions regarding the rights of “A” share as stipulated in the Articles of Association; and (v) dissolution and liquidation of
the Company. The “A” share also has the right to appoint one director and one commissioner of the Company.
Based on a letter dated March 2, 2004 from ICL to the Company regarding a notification of pledge of shares with respect to shares of the Company, ICL
informed the Company that ICL pledged substantially all of its “B” Shares as collateral for a loan facility obtained by STT Communications Limited, the sole
shareholder of ICL, from third parties.
On May 5, 2006, Indonesia Communications Pte. Ltd., Singapore (“ICLS”), a wholly-owned subsidiary of STT Communications Limited (“STTC”),
informed the Indonesian Capital Market and Financial Institutions Supervisory Agency (Badan Pengawas Pasar Modal dan Lembaga Keuangan)
(“Bapepam-LK”) that ICLS acquired 46,340,000 “B” shares of the Company from the market.
On February 27, 2007, the Company received a notification letter from Standard Chartered Bank, security agent, releasing the pledge of ICL's investment
in the Company's equity shares in relation to the loan facility obtained by STTC.
On March 1, 2007, STTC sold its 25% ownership in Asia Mobile Holdings Pte. Ltd. (“AMH”) to Qatar Telecom (“Qtel”). As a result, STTC’s ownership
in AMH decreased to 75%. AMH directly owned ICL and ICLS.
As of December 31, 2006 and 2007, ICL and ICLS owned an aggregate of 2,217,590,000 “B” shares, representing 40.81% ownership in the Company.
In connection with the exercise of ESOP Phase I and Phase II from August 1, 2004 and August 1, 2005, respectively, 256,433,500 “B” shares had been
issued as of July 31, 2006 (Note 19) at a total premium of Rp873,512.
19. STOCK OPTIONS

At the Company’s Annual Stockholders’ General Meeting held on June 26, 2003, the stockholders resolved to, among others, issue 258,875,000 Company
“B” shares in reserve which were equal to 5% of the Company’s issued and fully paid capital with nominal value of Rp100 per share by implementing
Bapepam-LK Regulation No. IX.D.4, “Capital Increases Without Pre-emptive Rights”, which would be allocated to the employees through an Employee Stock
Option Program (“ESOP”). The exercise price for ESOP Phase I was 90% of the average closing price [i.e. Rp1,567.4 (in full amount)] of the Company’s shares
within 25 consecutive exchange days in the regular market prior to the announcement for the above-mentioned Annual Stockholders’ General Meeting.
The ESOP had been distributed in two phases:

a. Phase I: 50% of the ESOP shares or 129,437,500 stock options had been distributed to the Company’s and its subsidiaries’ permanent employees
and Boards of Directors and Commissioners from August 1, 2003 with one year vesting period. The exercise period for the options was one year
commencing August 1, 2004.
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b. Phase II: 50% of the ESOP shares or 129,437,500 stock options had been distributed to the Company’s and its subsidiaries’ permanent employees
and Boards of Directors and Commissioners from August 1, 2004 with one year vesting period. The exercise period for the options was one year
commencing August 1, 2005.
At the Company’s Annual Stockholders’ General Meeting held on June 22, 2004, the stockholders resolved, among others, that the exercise price for
ESOP Phase II was 90% of the average closing price [i.e. Rp3,702.6 (in full amount)] of the Company’s shares within 25 consecutive exchange days in the
regular market prior to the announcement for the 2004 Annual Stockholders’ General Meeting. It was also resolved that the undistributed ESOP shares from
ESOP Phase I would be reallocated for distribution in ESOP Phase II.
The total fair values of stock options distributed under ESOP Phase I and Phase II were Rp55,932 and Rp155,681, respectively.
The fair values of stock options under ESOP Phase I and Phase II were computed by adopting the Black-Scholes option pricing model and applying the
following assumptions:
Phase I Phase II
Risk-free interest rate 10.00% 8.90%
Expected dividend yield 4.36% 3.50%
Expected volatility 36.50% 37.00%
Expected option period 2 years 2 years
Based on a decree dated January 28, 2005 of the Board of Directors, 7,847,000 forfeited shares under ESOP Phase I were added to the total shares to be
distributed in ESOP Phase II resulting in the number of shares allocated in ESOP Phase II to become 137,284,500 shares. The vesting period for the additional
shares granted in ESOP Phase II was the same as that for the original ESOP Phase II, which was up to July 31, 2005.
The Company recognized proportionate seven months’ compensation expense in 2005 relating to ESOP Phase II in the amount of Rp90,739 as part of
Operating Expenses—Personnel (Note 22).
The numbers of forfeited shares at the end of the vesting period of ESOP Phase I and ESOP Phase II were 162,500 shares (equivalent to Rp75) and
2,279,000 shares (equivalent to Rp2,584), respectively.
At the end of each exercise period, the numbers of stock options under ESOP Phase I and Phase II exercised by the employees were 121,428,000 and
135,005,500 shares, respectively (Note 18).
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20. OPERATING REVENUES

2005 2006 2007

Cellular
Usage charges 4,794,098 5,317,871 6,542,933
Features 2,815,242 3,022,735 4,185,286
Interconnection revenues (Note 33) 746,755 697,265 1,847,486
Connection fee 191,264 103,506 79,115
Monthly subscription charges 21,048 9,924 20,372
Others 76,544 76,236 77,304
Sub-total 8,644,951 9,227,537 12,752,496
MIDI
Internet 390,241 422,037 570,041
IP VPN 45,603 244,328 396,644
World link and direct link 331,976 302,091 370,804
Frame net 389,426 387,276 305,125
Leased line 137,446 146,492 163,043
Digital data network 140,407 151,454 100,266
Application services 60,878 72,865 98,626
Satellite lease 150,130 124,473 95,682
TV link 21,338 14,765 6,947
Others 26,588 36,808 61,406
Sub-total 1,694,033 1,902,589 2,168,584
Fixed Telecommunication
International Calls
Incoming calls 643,861 541,744 964,865
Outgoing calls 441,256 315,995 265,323
Fixed Wireless 86,236 149,906 218,702
Fixed Line 74,405 98,886 117,384
Others 5,049 2,750 1,141
Sub-total 1,250,807 1,109,281 1,567,415
Total 11,589,791 12,239,407 16,488,495
Operating revenues from related parties amounted to Rp1,232,728, Rp954,027 and Rp2,082,642 for the three years ended December 31, 2005, 2006 and
2007, respectively. These amounts represent 10.64%, 7.79% and 12.63% of total operating revenues in 2005, 2006 and 2007, respectively (Note 26).
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21. OPERATING EXPENSES—COST OF SERVICES

2005 2006 2007

Interconnection (Note 33) 218,152 184,261 1,518,127
Maintenance 614,595 585,158 765,638
Radio frequency fee 331,449 461,468 759,747
Leased circuits 248,418 280,077 331,830
Cost of SIM cards and pulse reload vouchers 346,900 330,387 323,349
Utilities 148,113 204,580 289,079
Rent 231,628 213,300 261,855
Concession fee 111,627 115,305 145,917
USO (Note 32) 82,172 86,779 109,377
Delivery and transportation 44,793 54,591 74,517
Billing and collection 66,298 50,359 51,529
Installation 5,470 21,264 35,213
License 21,523 15,290 20,335
Communications 16,170 14,698 5,681
Insurance 13,799 3,684 3,836
Others 125,838 82,972 83,853
Total 2,626,945 2,704,173 4,779,883
Interconnection relates to the expenses for the interconnection between the Company’s telecommunications networks and those owned by Telkom or other
telecommunications carriers (Note 2n).
The operating revenues from interconnection services are presented on a gross basis, except for those which are under contractual sharing arrangements
(Note 2n). In 2007, the Company entered into several memoranda of understanding to amend the existing revenue-sharing arrangements and to reflect the new
cost-based interconnection scheme based on Regulation No. 08/PER/M.KOMINFO/02/2006 of the Ministry of Communications and Information Technology
(Note 33).
The effect of these new sharing arrangements on the Company’s 2007 consolidated financial statements is to increase the operating revenues and operating
expenses by Rp1,381,383 each.
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22. OPERATING EXPENSES—PERSONNEL

This account consists of:
2005 2006 2007

Salaries 262,799 328,781 348,282
Bonuses 167,755 166,610 301,587
Incentives and other employee benefits 276,449 257,003 275,282
Employee income tax 178,787 205,702 230,379
Outsourcing 128,971 116,316 135,683
Post-retirement healthcare benefits (Note 25) 81,146 86,152 106,109
Medical expense 45,978 52,566 61,616
Early retirement* — 69,630 58,104
Pension (Note 25) (3,018) 30,174 47,266
Separation, appreciation and compensation expense under Labor Law No. 13/2003 (Note 25) 18,770 20,233 23,594
ESOP compensation expense (Note 19) 90,739 — —
Others 16,277 17,301 6,884
Total 1,264,653 1,350,468 1,594,786
* On June 27, 2006, the Company’s Directors issued Decree No. 051/DIREKSI/2006, “Additional Benefits for Voluntarily Resigned Employees”. Under this decree, employees qualified for
early retirement and who voluntarily resigned after the approval from the Board of Directors were given benefits of additional remuneration, traveling and training package. As of
December 31, 2006 and 2007, there were 169 and 108 employees, respectively, who took the option.
The personnel expenses capitalized to properties under construction and installation in 2005, 2006 and 2007 amounted to Rp42,947, Rp39,794 and
Rp51,979, respectively.
23. OPERATING EXPENSES—ADMINISTRATION AND GENERAL

2005 2006 2007

Rent 90,489 127,525 125,271
Provision for doubtful accounts 161,208 110,224 115,030
Professional fees 32,816 85,153 96,322
Travel 69,225 76,875 88,789
Utilities 36,932 49,601 54,701
Training, education and research 39,124 28,879 33,273
Insurance 35,385 35,552 27,193
Catering 29,850 31,683 26,726
Others (each below Rp20,000) 110,993 118,429 138,819
Total 606,022 663,921 706,124
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24. OTHER EXPENSES—FINANCING COST

2005 2006 2007

Interest on loans 1,240,802 1,204,642 1,396,142
Amortization of debt and bonds issuance costs and discount
(Notes 15 and 16) 21,201 27,619 27,961
Bank charges 2,761 3,157 4,501
Solicitation fee (Note 16) — 13,481 —
Total 1,264,764 1,248,899 1,428,604
25. PENSION PLAN

The Company, Satelindo and Lintasarta have defined benefit and defined contribution pension plans covering substantially all of their qualified permanent
employees.
Defined Benefit Pension Plan

The Company, Satelindo and Lintasarta provide defined benefit pension plans to their respective employees under which pension benefits to be paid
upon retirement are based on the employees’ most recent basic salary and number of years of service. PT Asuransi Jiwasraya (“Jiwasraya”), a state-owned
life insurance company, manages the plans. Pension contributions are determined by periodic actuarial calculations performed by Jiwasraya.
Based on an amendment dated December 22, 2000 of the Company’s pension plan, which was further amended on March 29, 2001, the benefits and
premium payment pattern were changed. Before the amendment, the premium was regularly paid annually until the plan would be fully funded and the
benefits consisted of retirement benefit (regular monthly or lump-sum pension) and death insurance. In conjunction with the amendment, the plan would
be fully funded after making installment payments up to January 2002 of the required amount to fully fund the plan determined as of September 1, 2000.
The amendment also includes an additional benefit in the form of thirteenth-month retirement benefit, which is payable annually 14 days before Idul Fitri
(“Moslem Holiday”).
The amendment covers employees registered as participants of the pension plan as of September 1, 2000 and includes an increase in basic salary
pension by 9% compounded annually starting from September 1, 2001. The amendment also stipulates that there will be no increase in the premium even
in cases of mass employee terminations or changes in marital status.
The total premium installments based on the amendment amounted to Rp355,000, which was paid on due dates.
On March 1, 2007, the Company entered into an agreement with Jiwasraya to provide defined death insurance plan to 1,276 employees as of
January 1, 2007, who are not covered by the defined benefit pension plan as stated above. Based on the agreement, a participating employee will receive:
• Expiration benefit equivalent to the cash value at the normal retirement age, or
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• Death benefit not due to accident equivalent to 100% of insurance money plus cash value when the employee dies not due to accident, or
• Death benefit due to accident equivalent to 200% of insurance money plus cash value when the employee dies due to accident.
The premium of Rp7,600 was fully paid on March 29, 2007. Subsequently, in August 2007, the Company made payment for additional premium of
Rp275 for additional 55 employees.
On June 25, 2003, Satelindo entered into an agreement with Jiwasraya to amend the benefits and premium payment pattern of the former’s pension
plan. The amendment covers employees registered as participants of the pension plan as of December 25, 2002 up to June 25, 2003. Other new conditions
include the following:
• An increase in pension basic salary at 6% compounded annually starting from December 25, 2002
• Thirteenth-month retirement benefit, which is payable annually 14 days before Idul Fitri
• An increase in periodic payment of retirement benefit at 6% compounded annually starting one year after receiving periodic retirement
benefit for the first time
• If the average annual interest rate of time deposits of government banks exceeds 15%, the participants’ retirement benefit will be increased
by a certain percentage in accordance with the formula agreed by both parties.
On April 15, 2005, Lintasarta entered into an agreement with Jiwasraya to replace their existing agreement. Based on the new agreement, the
benefits and premium payment pattern were changed. This agreement is effective starting January 1, 2005. The total premium installments based on the
agreement amount to Rp61,623 which is payable in 10 annual installments starting 2005 until 2015.
The new agreement covers employees registered as participants of the pension plan as of April 1, 2003. The conditions under the new agreement
include the following:
• An increase in basic salary pension by 3% (previously was estimated at 8%) compounded annually starting April 1, 2003
• An increase in periodic payment of retirement benefit at 5% compounded annually starting one year after receiving periodic retirement
benefit for the first time
• If the average annual interest rate of time deposits of government banks exceeds 15%, the participants’ retirement benefit will be increased
by a certain percentage in accordance with the formula agreed by both parties.
On May 2, 2005, Lintasarta entered into an agreement with Jiwasraya to amend the above agreement. The amendment covers employees registered
as participants of the pension plan as of April 1, 2003 up to November 30, 2004 with additional 10 annual premium installments totalling Rp1,653 which
are payable starting 2005 until 2015.
The total contributions of the Company and Lintasarta to Jiwasraya amounted to Rp73,263, Rp9,999 and Rp17,843 for the years ended
December 31, 2005, 2006 and 2007, respectively.
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The net periodic pension cost for the pension plans for the years ended December 31, 2005, 2006 and 2007 was calculated based on the actuarial
valuations as of December 31, 2005, 2006 and 2007, respectively. The actuarial valuations were prepared by an independent actuary, using the
projected-unit-credit method and applying the following assumptions:
2005 2006 2007

Annual discount rate 13.0% 10.5% 10.0%
Expected annual rate of return on plan assets 10.0% 10.0% 4.5 - 9.0%
Annual rate of increase in compensation 3.0 - 9.0% 3.0 - 9.0% 3.0 - 9.0%
Mortality rate CSO 1980 CSO 1980 TMI 1999
a. The composition of the net periodic pension cost (income) for the years ended December 31, 2005, 2006 and 2007 is as follows:
2005 2006 2007

Interest cost 54,533 63,649 63,417
Service cost 26,354 37,660 38,801
Net amortization 740 — 5,577
Immediate recognition of past service cost—vested benefit — — 4,078
Return on plan assets (69,957) (71,135) (64,607)
Curtailment gain (14,688) — —
Net periodic pension cost (income) (Note 22) (3,018) 30,174 47,266
b. The funded status of the plans as of December 31, 2006 and 2007 is as follows:
2006 2007
Plan assets at fair value 727,656 730,787
Projected benefit obligation (644,903) (672,145)
Excess of plan assets over projected benefit obligation 82,753 58,642
Unrecognized actuarial loss 150,821 142,349
Net prepaid pension cost 233,574 200,991
c. Movements in the prepaid pension cost during the years ended December 31, 2006 and 2007 are as follows:
2006 2007
Beginning balance
Company 255,899 225,296
Lintasarta 2,573 8,278
Net periodic pension cost
Company (26,842) (43,394)
Lintasarta (3,332) (3,872)
Refund from Jiwasraya
Company (3,761) (1,976)
Lintasarta (962) (1,184)
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2006 2007
Contribution to Jiwasraya
Company — 7,875
Ending balance Company 225,296 187,801
d. Prepaid pension cost consists of:
2006 2007
Prepaid pension:
Current portion (presented as part of “Prepaid Expenses”)
Company 3,172 2,128
Lintasarta 118 503
3,290 2,631
Long-term portion
Company 222,124 185,673
230,284 198,360
233,574 200,991
Plan assets as of December 31, 2006 and 2007 principally consisted of time deposits, debt securities, long-term investment in shares of stock and
property.
Defined Contribution Pension Plan

In May 2001 and January 2003, the Company and Satelindo assisted their employees in establishing their respective employees’ defined contribution
pension plans, in addition to the defined benefit pension plan as mentioned above. Starting June 2004, the Company also assisted ex-IM3’s employees in
establishing their defined contribution pension plan. Under the defined contribution pension plan, the employees contribute 10% - 20% of their basic
salaries, while the Company does not contribute to the plans. Total contributions of the employees for the years ended December 31, 2005, 2006 and 2007
amounted to Rp17,233, Rp16,686 and Rp15,842, respectively. The plan assets are being administered and managed by seven financial institutions
appointed by the Company and Satelindo, based on the choice of the employees.
Labor Law No. 13/2003

The Company, Lintasarta and IMM also accrue benefits under Labor Law No. 13/2003 (“Labor Law”) dated March 25, 2003. Their employees will
receive the benefits under this law or defined benefit pension plan, whichever amount is higher.
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The net periodic pension cost under the Labor Law for the years ended December 31, 2005, 2006 and 2007 was calculated based on the actuarial
2005 2006 2007

Annual rate of increase in compensation 3.0 - 11.0% 10.0% 10.0%
a. The composition of the periodic pension cost under the Labor Law for the years ended December 31, 2005, 2006 and 2007 is as follows:
2005 2006 2007

Service cost 11,600 11,709 13,201
Interest cost 7,117 7,230 9,160
Net amortization 53 1,294 662
Immediate recognition of past service cost -vested benefit — — 571
Periodic pension cost (Note 22) 18,770 20,233 23,594
b. The composition of the accrued pension cost under the Labor Law as of December 31, 2006 and 2007 is as follows:
2006 2007
Projected benefit obligation 88,219 104,527
Unrecognized actuarial loss (18,819) (16,191)
Accrued pension cost 69,400 88,336
c. Movements in the accrued pension cost under the Labor Law during the years ended December 31, 2006 and 2007 are as follows:
2006 2007
Beginning balance
Company 51,586 62,972
IMM 482 978
Pension cost
Company 18,102 20,290
IMM 568 1,741
Benefit payment Company (6,716) (4,658)
IMM (72) —
Ending balance Company 62,972 78,604
IMM 978 2,719
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As of December 31, 2006 and 2007, the current portion of pension cost under the Labor Law included in accrued expenses (Note 14) amounted to
Rp1,689 and Rp1,828, respectively, and the non-current portion included in other non-current liabilities (Note 17) amounted to Rp67,711 and Rp86,508,
respectively.
Post-retirement Healthcare
The Company provides post-retirement healthcare benefits to its employees who leave the Company after the employees fulfill the early retirement
requirement. The spouse and children who have been registered in the Administration of the Company are also eligible to receive benefits. If the
employees die, the spouse and children are still eligible for the post-retirement healthcare until the spouse dies or remarries and the children reach the age
of 25 or get married.
The utilization of post-retirement healthcare is limited to an annual maximum ceiling that refers to monthly pension from Jiwasraya as follows:
• 16 times the Jiwasraya monthly pension for a pensioner who receives monthly pension from Jiwasraya.
• 16 times the equality monthly pension for a pensioner who became permanent employee after September 1, 2000.
• 16 times the last monthly pension for a pensioner who retired after July 1, 2003 and does not receive Jiwasraya monthly pension.
The net periodic post-retirement healthcare cost for the years ended December 31, 2005, 2006 and 2007 was calculated based on the actuarial
2005 2006 2007

Ultimate cost trend rate 8.0% 8.0% 6.0%
Next year trend rate 18.0% 16.0% 18.0%
Period to reach ultimate cost trend rate 5 years 4 years 6 years
a. The composition of the periodic post-retirement healthcare cost for the years ended December 31, 2005, 2006 and 2007 is as follows:
2005 2006 2007

Interest cost 39,245 41,413 54,944
Service cost 18,550 28,043 32,627
Net amortization 23,351 15,529 18,538
Additional benefits due to early retirement — 1,167 —
Periodic post-retirement healthcare cost (Note 22) 81,146 86,152 106,109
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b. The composition of the accrued post-retirement healthcare cost as of December 31, 2006 and 2007 is as follows:
2006 2007
Projected benefit obligation 526,231 767,828
Unrecognized actuarial loss (253,273) (396,022)
Accrued post-retirement healthcare cost 272,958 371,806
c. Movements in the accrued post-retirement healthcare cost during the years ended December 31, 2006 and 2007 are as follows:
2006 2007
Beginning balance 190,686 272,958
Net periodic post-retirement healthcare cost 86,152 106,109
Benefit payment (3,880) (7,261)
Ending balance 272,958 371,806
d. The effect of 1% increase in assumed post-retirement healthcare cost trend rate would result in aggregate service and interest costs and
accumulated post-retirement healthcare benefit obligation as of December 31, 2005, 2006 and 2007 and for the years then ended as follows:
2005 2006 2007

Service and interest costs 79,730 96,680 137,426
Accumulated post-retirement healthcare benefit obligation 493,762 579,973 943,774
As of December 31, 2006 and 2007, the current portion of post-retirement healthcare cost included in accrued expenses (Note 14) amounted to
Rp6,209 and Rp9,661, respectively, and the non-current portion included in other non-current liabilities (Note 17) amounted to Rp266,749 and Rp362,145,
respectively.
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26. ACCOUNTS AND TRANSACTIONS WITH RELATED PARTIES

The details of the accounts and the significant transactions entered into with related parties (affiliates, unless otherwise indicated) are as follows:
Amount Percentage to Total Assets/Liabilities (%)

2006 2007 2006 2007
Cash and cash equivalents (Note 4)
State-owned banks 915,450 3,919,899 2.67 8.65
Private banks 198,820 1,034,499 0.59 2.29
Total 1,114,270 4,954,398 3.26 10.94
Accounts receivable—trade (Note 5)
StarHub Pte. Ltd. (“StarHub”), Singapore 46,354 53,452 0.13 0.12
PT Televisi Republik Indonesia (Persero) (“TVRI”) 43,359 43,745 0.13 0.10
Telkom 136,962 38,208 0.40 0.08
State-owned banks 15,821 32,253 0.04 0.07
PSN 3,839 11,618 0.01 0.03
PT Pos Indonesia (Persero) 9,187 9,329 0.03 0.02
PT Citra Sari Makmur (“CSM”) 5,914 4,875 0.02 0.01
PT Telekomunikasi Selular (“Telkomsel”) 1,494 4,110 0.00 0.01
Lembaga Kantor Berita Negara (“LKBN”) Antara 2,045 1,049 0.01 0.00
Singapore Telecommunications Ltd. (“SingTel”),
Singapore 27,757 945 0.08 0.00
Others 23,273 22,103 0.07 0.05
Total 316,005 221,687 0.92 0.49
Less allowance for doubtful accounts 141,263 88,342 0.41 0.20
Net 174,742 133,345 0.51 0.29
Prepaid expenses
MOCIT 150,676 397,946 0.44 0.87
Kopindosat 2,376 2,810 0.00 0.01
Jiwasraya 3,290 2,631 0.01 0.01
Others 2,702 3,494 0.01 0.01
Total 159,044 406,881 0.46 0.90
Other current assets
Others 6 7 0.00 0.00
Total 15,055 16,674 0.04 0.04
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2006 2007 2006 2007
Due from related parties
Directorate General of Customs and Excise — 24,668 — 0.06
Telkomsel 5,881 22,401 0.02 0.05
Kopindosat 6,197 5,949 0.02 0.01
Key management personnel 11,032 2,084 0.03 0.00
Others 1,808 2,130 0.01 0.01
Total 26,131 58,712 0.08 0.13
Less allowance for doubtful accounts 2,795 2,257 0.01 0.01
Net 23,336 56,455 0.07 0.12
Long-term prepaid pension Jiwasraya 230,284 198,360 0.67 0.44
Long-term advances
Nexwave — 3,557 — 0.01
PT Industri Telekomunikasi Indonesia (Persero) — 3,472 — 0.01
Kopindosat 2,800 2,464 0.01 0.00
PT SCS Astra Graphia Technologies 1,106 68 0.00 0.00
Total 3,906 9,561 0.01 0.02
Non-current assets—others
Telkom 21,681 22,370 0.06 0.05
Kopindosat 7,430 10,669 0.02 0.03
Others 2,853 5,231 0.01 0.01
Total 64,613 74,924 0.19 0.17
Accounts payable—trade
Telkomsel 27,280 13,213 0.14 0.05
Optus 1,492 2,226 0.01 0.01
Telkom 3,169 1,646 0.02 0.00
Kopindosat — 557 — 0.00
Others 2,198 22,846 0.01 0.08
Total 34,139 40,488 0.18 0.14
Procurement payable (Note 12)
PT Industri Telekomunikasi Indonesia (Persero) 33,667 92,931 0.18 0.33
Kopindosat 33,458 37,441 0.18 0.13
NexWave — 16,638 — 0.06
PT Personel Alih Daya — 14,652 — 0.05
PT SCS Astra Graphia Technologies 3,062 6,496 0.01 0.02
Total 70,187 168,158 0.37 0.59
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2006 2007 2006 2007
Accrued expenses
MOCIT 230,148 376,677 1.22 1.32
Key management personnel 8,861 26,046 0.05 0.09
Kopindosat 2,037 21,991 0.01 0.08
Ministry of Finance 20,633 6,170 0.11 0.02
Total 261,679 430,884 1.39 1.51
Other current liabilities
Directorate General of Customs and Excise — 24,184 — 0.08
Telkomsel 1,664 2,560 0.01 0.01
Starhub 135 177 0.00 0.00
Total 1,799 26,921 0.01 0.09
Due to related parties
Telkom 600 45,487 0.00 0.16
Indonesia Comnet Plus (“Comnet”) 6,649 5,373 0.04 0.02
TVRI 4,973 2,262 0.03 0.01
Kopindosat 1,490 1,509 0.01 0.00
PT Pos Indonesia (Persero) 11,937 48 0.06 0.00
Others 1,916 8,296 0.01 0.03
Total 29,440 64,850 0.16 0.23
Loans payable
State-owned banks 635,649 1,994,909 3.38 7.01
Other non-current liabilities
Telkomsel 13,109 11,445 0.07 0.04
StarHub — 855 — 0.00
Others 990 — 0.00 —
Total 14,099 12,300 0.07 0.04
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Percentage to Respective Income

Amount or Expenses (%)
2005 2006 2007 2005 2006 2007
Operating revenues
Telkom 806,211 545,060 1,172,722 6.96 4.45 7.11
Telkomsel 59,121 (13,539) 393,831 0.51 (0.11) 2.39
State-owned banks 184,291 131,397 201,144 1.59 1.07 1.22
Private banks 924 1,118 52,014 0.01 0.01 0.32
StarHub 37,860 66,213 49,133 0.33 0.54 0.30
SingTel 29,162 66,564 46,255 0.25 0.54 0.28
CSM 11,192 11,058 7,948 0.10 0.09 0.05
PSN 3,949 5,490 7,166 0.03 0.05 0.04
MOCIT 486 5,383 6,915 0.00 0.05 0.04
PT Angkasa Pura (Persero) 6,334 4,652 5,535 0.06 0.04 0.03
LKBN Antara 21,324 7,628 3,568 0.18 0.06 0.02
PT Garuda Indonesia (Persero) 3,255 470 485 0.03 0.00 0.00
Others 68,619 122,533 135,926 0.59 1.00 0.83
Total 1,232,728 954,027 2,082,642 10.64 7.79 12.63
Operating expenses
Cost of services
MOCIT 525,248 663,552 1,015,041 6.62 7.50 8.48
Telkom 390,136 343,854 973,793 4.91 3.89 8.14
Telkomsel — — 474,337 — — 3.96
Comnet 32,523 34,146 34,254 0.41 0.39 0.29
SingTel 21,479 14,563 23,563 0.27 0.16 0.20
PT Personel Alih Daya — — 17,090 — — 0.14
StarHub 6,796 1,835 10,355 0.09 0.02 0.09
Kopindosat 14,788 6,838 5,432 0.19 0.08 0.04
PT Industri Telekomunikasi Indonesia (Persero) 3,096 5,001 1,571 0.04 0.06 0.01
Others 2,632 3,478 8,331 0.03 0.04 0.07
Total 996,698 1,073,267 2,563,767 12.56 12.14 21.42
Personnel
Kopindosat 113,112 39,726 135,911 1.43 0.45 1.14
Key management personnel 108,190 108,589 127,350 1.36 1.23 1.06
Jiwasraya (3,018) 30,174 47,266 (0.04) 0.34 0.39
Total 218,284 178,489 310,527 2.75 2.02 2.59
Administration and general
PT Perusahaan Listrik Negara (“PLN”) 20,249 41,203 41,747 0.26 0.47 0.35
Kopindosat 49,478 48,560 39,863 0.62 0.55 0.33
Usaha Gedung Bank Dagang Negara (“UGBDN”) 4,066 5,628 4,976 0.05 0.06 0.04
Others 30,005 968 7,763 0.38 0.01 0.07
Total 103,798 96,359 94,349 1.31 1.09 0.79
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Percentage to Respective Income

Amount or Expenses (%)
2005 2006 2007 2005 2006 2007
Other income (expenses)
Interest income
State-owned banks 105,955 107,022 103,294 8.16 7.78 6.49
Others 37,217 21,224 34,916 2.86 1.54 2.20
143,172 128,246 138,210 11.02 9.32 8.69
Financing cost
State-owned banks (72,579) (60,181) (66,482) (5.59) (4.38) (4.18)
Others (4,116) (6,231) (7,010) (0.31) (0.45) (0.44)
(76,695) (66,412) (73,492) (5.90) (4.83) (4.62)
Net 66,477 61,834 64,718 5.12 4.49 4.07
The relationship and nature of account balances/transactions with other related parties are as follows:
No. Related Parties Relationship Nature of Account Balances/Transactions

1. State-owned banks Affiliate Cash and cash equivalents, loans payable and operating
revenues—MIDI
2. Private banks Affiliate Cash and cash equivalents, loans payable and operating
revenues—MIDI
3. StarHub Affiliate Operating revenues—international calls
4. TVRI Affiliate Operating revenues—MIDI
5. Telkom (Notes 30l and 33) Affiliate Operating revenues—cellular, fixed telecommunication and MIDI,
compensation to other telecommunications carriers and service
providers
6. PT Pos Indonesia (Persero) Affiliate Operating revenues—MIDI
7. PSN Affiliate Operating revenues—MIDI
8. CSM Affiliate Operating revenues—MIDI
9. Telkomsel (Note 33) Affiliate Operating revenues—cellular and fixed telecommunication
10. LKBN Antara Affiliate Operating revenues—MIDI
11. SingTel Affiliate Operating revenues—fixed telecommunication
12. MOCIT Government agency Operating revenues - MIDI, cost of services—concession fee, radio
frequency fee and USO
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No. Related Parties Relationship Nature of Account Balances/Transactions

13. Kopindosat Affiliate Personnel expenses, administration and general expenses
14. Jiwasraya Affiliate Long-term prepaid pension
15. Directorate General of Customs and Excise Government agency Other current liabilities
16. Key management personnel Affiliate Personnel expenses, and prepaid/ unamortized portions of housing
and transformation advances, and transformation incentives
17. NexWave Affiliate Procurement payable
18. PT Industri Telekomunikasi Indonesia (Persero) Affiliate Procurement payable
19. Optus Affiliate Operating revenues—fixed telecommunication
20. PT Personel Alih Daya Affiliate Personnel expenses and cost of services—maintenance
21. PT SCS Astra Graphia Technologies Affiliate Procurement payable
22. Ministry of Finance Government agency Accrued expenses
23. Comnet Affiliate Cost of services—leased circuits—rent of transmission channel
24. PT Angkasa Pura (Persero) Affiliate Operating revenues—MIDI
25. PT Garuda Indonesia (Persero) Affiliate Operating revenues—MIDI
26. PLN Affiliate Cost of services—utilities expense
27. UGBDN Affiliate Cost of services—rent expense
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27. EARNINGS PER SHARE
The following table sets forth the computation of basic and diluted earnings per share:
2005 2006 2007

Numerator for basic earnings per share—net income 1,623,481 1,410,093 2,042,043
Dilutive effect of convertible bonds (Note 16) — (11,262) —
Numerator for diluted earnings per share 1,623,481 1,398,831 2,042,043
Denominator—weighted-average number of shares outstanding during the year
(including effect of exercise of ESOP) 5,253,249,519 5,404,654,859 5,433,933,500
Basic earnings per share 309.04 260.90 375.79
Diluted earnings per share 309.04 258.82 375.79
Basic earnings per ADS (50 B shares per ADS) 15,452.16 13,045.17 18,789.73
Diluted earnings per ADS 15,452.16 12,940.98 18,789.73
28. DISTRIBUTION OF INCOME AND APPROPRIATION OF RETAINED EARNINGS
At the Company’s Annual Stockholders’ General Meetings (“ASGM”), the stockholders approved, among others, the appropriation of annual net income
for reserve fund and cash dividend distribution, and the utilization of the remaining amount for reinvestment and working capital.
Reserve Fund Dividend per Dividend

ASGM Date (Rp) Share (Rp) Payment Date
2004 Net Income
June 8, 2005 16,332 154.23 July 15, 2005
2005 Net Income
June 24, 2006 16,235 149.32 August 8, 2006
2006 Net Income
June 5, 2007 14,101 129.75 July 13, 2007
Dividend for the Government was paid in accordance with the prevailing laws and regulations in Indonesia.
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29. DERIVATIVES
During 2006 and 2007, the Company entered into several swap and currency forward contracts. Listed below is information related to the contracts and
their fair values as of December 31, 2006 and 2007:
Fair Value (Rp)

Notional 2006 2007
Amount Receivable Payable Receivable Payable
(US$)
Cross Currency Swap Contracts:
a. Standard Chartered Bank, Jakarta Branch (“StandChart”) 25,000 — 10,938 8,973 —
b. Goldman Sachs Capital Market, L.P., New York (“GSCM”) (3) 100,000 — — — —
c. JPMorgan Chase Bank, Singapore Branch (“JPMorgan”) (4) 25,000 — — — —
d. GSI 100,000 — 31,202 66,489 —
e. GSI 25,000 — 34,511 — 20,678
f. GSI 75,000 16,550 — 21,255 —
g. Merrill Lynch Capital Market Bank Limited (“MLCMB”) 25,000 — 10,705 — 952
h. MLCMB 25,000 — 45,650 — 28,634
i. StandChart 25,000 — 34,215 — 5,758
j. MLCMB 25,000 — 22,151 — 8,288
k. StandChart 25,000 — 18,022 6,853 —
l. StandChart 25,000 — 7,584 17,126 —
m. HSBC 25,000 — 7,286 6,666 —
Sub-total 16,550 222,264 127,362 64,310
Currency Forward Contracts:

n. GSCM (8) 10,000 — — — —
o. StandChart 2,000 — — 98 —
p. JPMorgan 3,000 or 6,000 — — 257 —
q. StandChart (11) 1,500 or 3,000 — — — —
r. JPMorgan (9) 3,000 or 6,000 — — — —
s. StandChart (11) 1,500 or 3,000 — — — —
t. GSCM (10) 10,000 — — — —
Sub-total — — 355 —
Interest Rate Swap Contracts:

u. Barclays Capital, London (“Barclays”) (1) 50,000 — — — —
v. HSBC (2) 25,000 — — — —
w. ABN-Amro Bank N.V., London Branch (“ABN”) (5) 50,000 — — — —
x. GSCM (6) 25,000 — — — —
y. GSCM (7) 25,000 — 2,029 — —
Sub-total — 2,029 — —
Total 16,550 224,293 127,717 64,310
(1) contract entered into in February 2004 and terminated in April 2005
(2) contract entered into in May 2004 and terminated in May 2005
(3) contract entered into in August 2004 and terminated in May 2005
(4) contract entered into in November 2004 and terminated in October 2005
(5) contract entered into in January 2005 and terminated in May 2005
(6) contract entered into in March 2006 and terminated in October 2006
(7) contract entered into in July 2006 and terminated in June 2007
(8) contract entered into in January 2007 and terminated in June 2007
(9) contract entered into in May 2007 and terminated in August 2007
(10) contract entered into in May 2007 and terminated in July 2007
(11) contract entered into in May 2007 and settled in December 2007
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The net changes in fair value of the swap and currency forward contracts and embedded derivative (Note 15b), swap cost or income and termination cost
or income amounting to (Rp44,209), (Rp438,774) and Rp68,023 in 2005, 2006 and 2007, respectively, were charged or credited to “Gain (Loss) on Changes in
Fair Value of Derivatives—Net”, which is presented under Other Income (Expenses) in the consolidated statements of income.
The following are the details of the contracts:

Cross Currency Swap Contracts
Amount of Swap
Swap Premium Premium Paid (Rp)
No. Counter-parties Contract Period Annual Swap Premium Rate Payment Date 2005 2006 2007
a. StandChart Branch (“StandChart”) April 23, 2004 - 6-month U.S. dollar LIBOR plus 2.60% Every May 5 and 13,865 16,911 18,335
November 5, 2008 November 5
b. GSCM (i) August 9, 2004 - November 6-month U.S. dollar LIBOR plus 2.62% Every May 5 and 29,142 — —
5, 2010 November 5
c. JPMorgan (ii) November 5, 2004 - 5% of Rp225,000 Every May 5 and 5,687 — —
November 5, 2010 November 5
d. GSI May 13, 2005 -November 5, (i) Fixed rate of 6.96% per annum for US$50,000 and Every May 5 and 34,979 61,885 61,572
2010 (ii) 6-month U.S. dollar LIBOR plus 2.62% per November 5
annum for US$50,000, netted with (i) 6-month U.S.
dollar LIBOR per annum multiplied by US$11,750
during the period May 13, 2005 through May 13,
2008 and (ii) the amount of US$11,750 on May 13,
2008
e. GSI May 13, 2005 - November 4.30% of US$25,000 Every May 5 and 5,642 9,689 9,866
5, 2010 November 5
f. GSI August 22, 2005 - June 22, 3.28% of US$75,000 Every June 22 and 12,180 22,995 22,873
2012 December 22
g. MLCMB September 20, 2005 - June 2.99% of US$25,000 Every June 22 and 3,640 6,892 6,793
22, 2012 December 22
h. MLCMB November 16, 2005 - June 5.50% of US$25,000 Every June 22 1,265 12,677 12,495
22, 2012 and December 22
i. StandChart January 11, 2006 - June 22, 4.78% of US$25,000 Every June 22 and — 10,817 11,111
2012 December 22
j. MLCMB March 1, 2006 - June 22, 4.15% of US$25,000 Every June 22 and — 9,375 9,613
2012 December 22
k. StandChart March 15, 2006 - June 22, 3.75% of US$25,000 Every June 22 and — 6,685 8,717
2012 December 22
l. StandChart May 12, 2006 - June 22, 3.45% of US$25,000 Every June 22 and — 4,897 8,019
2012 December 22
m. HSBC August 8, 2006 - November 4.00% of US$25,000 Every May 5 and — 2,278 9,214
5, 2010 November 5
(i) On May 13, 2005, the Company early terminated this cross currency swap contract with GSCM. Based on the termination confirmation, the Company was required to make termination
payment in the amount of US$11,750 (equivalent to Rp111,508). The payment was made on May 16, 2005.
(ii) On October 28, 2005, the Company early terminated this cross currency swap contract with JPMorgan. Based on the termination confirmation, the Company was required to make
termination payment in the amount of US$380 (equivalent to Rp3,792), which was made on November 1, 2005.
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All cross currency swap contracts with GSI (contract Nos. d, e and f) are structured to include credit-linkage with the Company as the reference entity and
with the Company’s (i) bankruptcy, (ii) failure to pay on certain debt obligations or (iii) restructuring of certain debt obligations as the relevant credit events.
Upon the occurrence of any of these credit events, the Company’s obligations and those of GSI under these swap contracts will be terminated without any further
payments or settlements being made by or owed to either party, including a payment by either party of any marked-to-market value of the swap contracts.
Currency Forward Contracts
IDR/USD Fixing Rate

No. Counter-parties Contract Period (in full amounts) Settlement Dates
(iii)
n. GSCM January 2, 2007 - Rp8,955 to US$1 May 4, 2007, June 6, 2007 and July 5, 2007
July 5, 2007
o. StandChart February 15, 2007 - Rp8,950 to US$1
February 20, 2008 Every month starting March 20, 2007 to February 20, 2008
p. JPMorgan April 24, 2007 - Spot rate on the settlement date
April 28, 2008 Every month starting May 25, 2007 to April 28, 2008
q. StandChart May 1, 2007 - Spot rate on the settlement date
(iv)
December 28, 2007 Every month starting June 4, 2007 to December 28, 2007
r. JPMorgan May 3, 2007 - Spot rate on the settlement date
s. StandChart May 4, 2007 - Spot rate on the settlement date
(v)
t. GSCM May 10, 2007 - November Rp8,790 to US$1 Every month starting August 20, 2007 to November 20,
20, 2007 2007
(iii) On June 8, 2007, the Company early terminated this currency forward contract with GSCM. Based on the termination confirmation, the Company was entitled to receive termination
settlement in the amount of US$76 (equivalent to Rp688). The full settlement was received on June 12, 2007.
(iv) On August 24, 2007, this contract was terminated and there was no cash flow that resulted from the termination pursuant to certain clauses of the contract.
(v) On July 5, 2007, the Company early terminated this currency forward contract with GSCM. Based on the termination confirmation, the Company was entitled to receive termination
settlement in the amount of US$335 (equivalent to Rp3,014), which was subsequently received on July 10, 2007.
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Interest Rate Swap Contracts
Amount of Swap Income

Swap Income Received (Rp)
No. Counter-parties Contract Period Annual Interest Swap Rate Receipt Date 2005 2006 2007
(vi)
u. Barclays February 10, 2004 - 6-month U.S. dollar LIBOR plus 1.33%, in Every May 5 and — — —
November 5, 2010 exchange for 7.75% per annum, times the actual November 5
number of days in which the 6-month U.S. dollar
LIBOR was to be located in the pre-determined
(vii)
semi-annual range
v. HSBC May 7, 2004 - 12-month U.S. dollar LIBOR plus 3.50%, in Every November 5 9,174 — —
November 5, 2006 exchange for 7.75% per annum
w. ABN-Amro January 20, 2005 - 6-month U.S. dollar LIBOR plus 3.15%, in November 5, 2005 and — — —
Bank N.V., November 5, 2008 exchange for 7.75% per annum times the actual thereafter every May 5
London Branch
(viii)
number of days in which the 6-month U.S. dollar and November 5
(“ABN”) LIBOR was located in the pre-determined ranges
(ix)
up to the termination date
x. GSCM March 15, 2006 - June 4.90% of US$25,000 per annum, in exchange for Every March 22, — 3,860 —
22, 2012 7.125% per annum times certain index located in June 22, September 22
(x)
the pre-determined quarter range up to 2012 and December 22
y. GSCM July 18, 2006 - June 22, 5.90% of US$25,000 per annum, in exchange for Every June 22 and — 1,390 1,386
2012 7.125% per annum times certain index located in December 22
the pre-determined semi-annual range up to 2012
(vi) On April 15, 2005, the Company early terminated this interest rate swap contract with Barclays. Based on the termination confirmation, the Company was required to make termination
payment in the amount of US$3,880 (equivalent to Rp37,124), which was made on April 21, 2005.
(vii) On May 12, 2005, the Company early terminated this interest rate swap contract with HSBC. Based on the termination confirmation, the Company was required to make termination
payment in the amount of US$1,060 (equivalent to Rp10,065), which was made on May 13, 2005.
(viii) On May 12, 2005, the Company early terminated this interest rate swap contract with ABN. Based on the termination confirmation, the Company was required to make termination
payment in the amount of US$2,685 (equivalent to Rp25,494), which was made on May 13, 2005.
(ix) On October 16, 2006, the Company early terminated this contract. Based on the termination confirmation, the Company was required to make termination payment in the amount of
US$380 (equivalent to Rp3,498), which was made on October 20, 2006.
(x) On June 22, 2007, GSCM took the early termination option for this contract.
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30. SIGNIFICANT AGREEMENTS, COMMITMENTS AND CONTINGENCIES

a. As of December 31, 2007, commitments on capital expenditures which are contractual agreements not yet realized relate to the procurement and
installation of property and equipment amounting to US$458,336 and Rp3,406,043 (Note 37i).
The significant commitments on capital expenditures are as follows:
Amount of Contract/ Amount of Contract/

Contract Date Contract Description Vendor POs Already Issued POs Not Yet Served
June 29, 2007 Palapa D Satellite In-Orbit Thales Alenia Space US$217,600 US$160,135
Delivery (“Palapa D Satellite”)
May 16, 2007 Supply of GSM Cellular PT Nokia Networks, Nokia US$73,981 US$57,555
Infrastructure Siemens Networks Oy and and Rp423,201 and Rp371,089
Nokia Siemens Networks
GmbH & Co.KG.
April 20, 2007 Telecommunication Equipment PT Alcatel Lucent Indonesia US$12,057 US$1,740 and
Supply and Service and Alcatel Shanghai Bell and Rp386,409 Rp262,793
Co. Ltd.
April 3, 2007 Supply of GSM Infrastructure PT Ericsson Indonesia and US$103,718 US$18,686
Ericsson AB and and Rp115,999
Rp290,091
September 29, 2006 WCDMA/HSDPA Radio PT Ericsson Indonesia and US$55,220 US$23,723
Access Network Development Ericsson AB and Rp216,039 and Rp106,865
Project
September 25, 2006 Single Intelligent Network PT Ericsson Indonesia and US$67,091 US$37,423
Ericsson AB and Rp92,364 and Rp17,992
July 28, 2005 Supply and Installation of PDH PT Alcatel Indonesia, Alcatel US$13,702 US$1,379 and
and SDH Microwave Radio CIT and Alcatel Italy and Rp183,617 Rp102,192
Equipment for West Java,
Central Java, Bali and Nusa
Tenggara Islands
b. On November 27, 2007, the Company signed two facility agreements with HSBC France and one facility agreement with HSBC Indonesia to finance its
new telecommunications satellite. These combined export credit and commercial financing facilities consist of the following:
• 12-year COface Term Facility Agreement (“COFACE Facility”) amounting to US$157,243 to finance the payment of 85% of the French Content
under the Palapa D Satellite Contract plus 100% of the COFACE Premium. The loan bears interest at the fixed annual rate of 5.69% which is
payable semi-annually.
• 12-year Sinosure Term Facility Agreement (“Sinosure Facility”) amounting to US$44,200 to finance the payment of 85% of the Launch Service
Contract. The loan bears interest at floating rates based on U.S. dollar LIBOR plus 0.35% per annum, which is payable semi-annually.
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• 9-year Commercial Facility Agreement amounting to US$27,037 to finance the construction and launch of the satellite and the payment of the
Sinosure Premium in connection with the Sinosure Facility. The loan bears interest at floating rates based on U.S. dollar LIBOR plus 1.45% per
annum, which is payable semi-annually.
As of December 31, 2007, the Company has not yet utilized these facilities (Note 37e and l).
c. On November 1, 2007, the Company obtained a five-year credit facility from DBS with a maximum amount of Rp500,000. The loan bears interest
at (i) fixed annual rates for the first two years (9.7% in the first year and 10.4% in the second year), and (ii) floating rates for the remaining years based on
prevailing annual interest rate of Certificates of Bank Indonesia plus 1.5%. The interest is payable quarterly.
Based on the credit facility agreement, the Company is required to comply with certain conditions, such as maintaining certain financial ratios.
As of December 31, 2007, the Company has not yet utilized this facility (Note 37f).
d. On May 25, 2007, the Company and six other telecommunication operators signed a memorandum of understanding on the construction of
national optical fiber network Palapa Ring for the eastern part of Indonesia (“Palapa Ring Project Phase I”) wherein the Company will share 10% of the
total project cost of Rp3,000,000. In addition, they also agreed to equally bear the cost of preparation and implementation (“preparation cost”) of Palapa
Ring Project Phase I up to the amount of Rp2,000. If the preparation cost exceeds Rp2,000, there will be further discussion among them. However, one of
the telecommunication operators has subsequently decided not to join the project.
On November 10, 2007, the Company and five other telecommunication operators (including Telkom, a related party) signed the agreement
on the consortium for the construction and maintenance of Palapa Ring wherein the Company agreed to bear 13.36% of the total project cost of
US$225,037. This agreement replaced the previous memorandum of understanding.
As of December 31, 2007, the Company has not made any payment for the project.
e. On April 27, 2007, the Company joined Asia-America Gateway Consortium (“AAG”) by signing Construction & Maintenance Agreement
(“C&MA”). AAG is a sea cable consortium which consists of 19 member companies. The Company has committed to invest US$5,000 (as of
December 31, 2007, the Company has paid the amount of US$583) for voting interest of 0.9031%, as a member of the consortium. The capital cost
incurred in connection with the engineering, provision, construction and installation of AAG shall be borne by the members in the proportions of their
voting interests.
f. On January 23, 2007, the Company obtained a credit facility of US$10,000 or its IDR equivalent from StandChart to fund the Company’s
short-term working capital needs. The credit facility is a revolving loan that will be available until December 31, 2007. After the full amount of the facility
is drawn, this credit facility continues to become available for a period of one up to six months that can be further extended. The revolving loan bears
interest at SIBOR plus 1.25% per annum, and at the prevailing annual rate of one-month Certificates of Bank Indonesia plus 1.70% per annum for the
portions of the revolving loan denominated in U.S. dollar and rupiah, respectively.
As of December 31, 2007, the Company has not utilized this facility and is still in the process of extending such facility agreement (Note 37h).
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g. The Company has committed to pay annual radio frequency fee over the 3G license period, provided the Company holds the 3G license (Note 1a).
The amount of annual payment is based on the payment scheme set out in Regulation No. 7/PER/M.KOMINFO/2/2006 dated February 8, 2006 of the
Ministry of Communications and Information Technology.
h. On August 25, 2005, the Company obtained facilities from Deutsche Bank AG (Jakarta Branch) to finance the Company’s general working
capital. The facilities consist of the following:
• Loan facility amounting to Rp25,000, which can be drawn as advances with a minimum amount of Rp100 for each advance. Each advance matures
within a maximum period of six months and bears interest as follows:
• The interest on each advance with maturity of three months or less shall be payable at 1.7% per annum over Certificates of Bank Indonesia
rates.
• The interest on each advance with maturity of over three months but less than six months is payable at 2.5% per annum over three-month
Certificates of Bank Indonesia rates.
Based on the loan facility agreement, the Company is required to comply with certain conditions, such as maintaining certain financial ratios.
• Bank guarantee facility amounting to US$2,000. The loan from the facility matures at the maximum period of one year. The Company is
required to pledge its cash deposit/cash margin/current account in Deutsche Bank AG (Jakarta Branch) for the issuance of bank guarantee.
The facilities expired on November 30, 2005 and were extended for 12 months. The facilities shall be automatically extended for further
12-month periods upon expiration, unless early notification of non-extension is made in writing.
As of December 31, 2007, the facilities have not been terminated and the Company has not utilized these facilities.
i. On July 20, 2005, the Company obtained facilities from HSBC to fund the Company’s short-term working capital needs. These facilities were
amended on May 14, 2007 to extend the maturity date to February 28, 2008. The facilities consist of the following:
• Overdraft facility amounting to US$2,000 (including overdraft facility denominated in rupiah amounting to Rp16,000). Interest will be
charged on daily balances at 3.75% per annum and 6% per annum below the HSBC Best Lending Rate for the loan portions denominated in
rupiah and U.S. dollar, respectively.
• Revolving loan facility amounting to US$5,000 (including revolving loan denominated in rupiah amounting to Rp40,000). The loan matures
within a maximum period of six months and can be drawn in tranches with minimum amounts of US$500 and Rp500 for loans denominated
in U.S. dollar and rupiah, respectively. Interest will be charged on daily balances at 3% per annum and 6% per annum below the HSBC
Term Lending Rate for the loan portions denominated in rupiah and U.S. dollar, respectively.
Based on the loan facility agreement, the Company is required to comply with certain conditions, such as maintaining certain financial ratios.
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The Company also obtained treasury facilities from HSBC as follows:
• Currency swap limit (weighted) amounting to US$7,000 to facilitate the Company’s requirement for hedging genuine foreign currency and
international rate exposure through currency swap and/or interest rate swap with a maximum maturity of 5 years.
• Exposure risk limit (weighted) amounting to US$3,000 to facilitate the Company’s requirement for hedging genuine foreign currency
exposures through spot and forward transactions with a maximum maturity of 3 months.
Subsequent to the above-mentioned May 14, 2007 amendment, the treasury facilities from HSBC were amended to become exposure risk limit
(weighted)/facility foreign exchange option (“FX option”) totalling US$21,000 to facilitate the Company’s requirement for hedging genuine foreign
currency exposures through spot, forward, currency swap and interest rate swap transactions with maximum maturity of 5 years, and FX option with
a maximum maturity of 1 year.
As of December 31, 2007, the Company has not utilized the facilities.
j. Based on letters No. S-5341/LK/2002 and No. S-5327/LK/2002, both dated December 4, 2002, of the Ministry of Finance (“MOF”) of the
Republic of Indonesia, the Company was fined 2% interest per month as penalty (for a maximum period of 24 months) for the late payment of the
Government’s dividends. The Company paid the dividends in accordance with the payment schedule approved in its Stockholders’ Annual General
Meeting.
The penalties amounted to Rp20,633 and Rp38,096 for the dividends from the Company’s net income in 1999 and 2000, respectively.
However, on December 1, 2003, the MOF through its letter No. S-6287/LK/2003 increased the penalty for the dividend from the Company’s net
income in 2000 from Rp38,096 to Rp42,902.
In 2006, the Company accrued the penalty in the amount of Rp20,633 (Note 14) representing its estimate of the penalty it will pay to the
Government and pertaining to the dividend from the Company’s 1999 net income.
Based on its letter No. S-416/MK.02/2007 dated September 12, 2007, the MOF decided to release the Company from its obligation to pay
penalty for late payment of dividend declared from its 2000 net income and required the Company to pay immediately the penalty for late payment
of dividend declared from its 1999 net income amounting to Rp20,633.
On September 24, 2007, the Company paid the penalty amounting to Rp20,633.
k. In 1994 and 1998, the Company was appointed as a Financial Administrator (“FA”) and Central Billing Party (“CBP”), respectively, by a
consortium which was established to build and sell/lease Asia Pacific Cable Network (“APCN”) submarine cable in countries in the Asia-Pacific Region.
As an FA, the Company collected and distributed funds from the sale of APCN’s Indefeasible Right of Use (“IRU”) and Defined Underwritten Capacity
(“DUC”) and Occasional Commercial Use (“OCU”) service, while as a CBP, the Company managed funds from the members of the consortium for
upgrading the APCN cable.
The funds received from the sale of IRU and DUC, OCU services and for upgrading the APCN cable did not belong to the Company and,
therefore, were not recorded in the Company’s books. However, the Company managed these funds in separate accounts. On April 25, 2005, the
Company was discharged as the CBP.
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As of December 31, 2007, the balance of the funds (including interest earned) which are under the Company’s custody amounted to
US$6,249. Besides receiving their share of the funds from the sale of IRU, the members of the consortium also received their share of the interest
earned by the above funds.
l. Other agreements made with Telkom are as follows:
• Under a cooperation agreement, the compensation to Telkom relating to leased circuit/channel services, such as world link and bit link, is calculated
at 15% of the Company’s collected revenues from such services.
The Company and Satelindo also lease circuits from Telkom to link Jakarta, Medan and Surabaya.
• In 1994, Satelindo entered into a land transfer agreement for the transfer of Telkom’s rights to use a 134,925-square meter land property located at
Daan Mogot, West Jakarta, where Satelindo’s earth control station is currently situated. The Land Transfer Agreement enables Satelindo to use the
land for a period of 30 years from the date of the agreement, for a price equivalent to US$40,000 less Rp43,220, and could be extended based on
mutual agreement.
This agreement was subsequently superseded by a land rental agreement dated December 6, 2001, generally under the same terms as those of
the Land Transfer Agreement.
• In 1999, Lintasarta entered into an agreement with Telkom, whereby Telkom agreed to lease transponder to Lintasarta. This agreement has been
amended several times, the latest amendment of which is based on the seventh amendment agreement dated November 8, 2007. Transponder lease
expense charged to operations amounting to Rp8,025, Rp7,083 and Rp16,399 in 2005, 2006 and 2007, respectively, is presented as part of
“Operating Expenses—Cost of Services” in the consolidated statements of income.
31. TARIFF SYSTEM

a. International telecommunications services
The service rates (“tariffs”) for overseas exchange carriers are set based on the international telecommunications regulations established by the
International Telecommunications Union (“ITU”). These regulations require the international telecommunications administrations to establish and revise,
under mutual agreement, accounting rates to be applied among them, taking into account the cost of providing specific telecommunications services and
relevant recommendations from the Consultative Committee on International Telegraph and Telephone (“CCITT”). The rates are divided into terminal
shares payable to the administrations of terminal countries and, where appropriate, into transit shares payable to the administrations of transit countries.
The ITU also regulates that the monetary unit to be used, in the absence of special arrangements, shall be the Special Drawing Right (“SDR”) or the
Gold Franc, which is equivalent to 1/3.061(SDR. Each administration shall, subject to applicable national law, establish the charges to be collected from its
customers.
The tariffs billed to domestic subscribers for international calls originating in Indonesia, also known as collection rates, are established in a decision
letter of the Ministry of Communications, which rates are generally higher than the accounting rates. During the period 1996 to 1998, the Ministry
of Communications made tariff changes effective January 1, 1997, March 15, 1998 and November 15, 1998.
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Based on Decision Letter No. 09/PER/M.KOMINFO/02/06 dated February 28, 2006 of the Ministry of Communications and Information
Technology, the collection rates are set by tariff formula known as price cap formula which already considers customer price index starting January 1,
2007.
b. Cellular services
Tariffs for cellular providers are set on the basis of Regulation No. KM.27/PR.301/MPPT-98 dated February 23, 1998 of the Ministry of Tourism,
Posts and Telecommunications (subsequently renamed “Ministry of Communications” and most recently as “Ministry of Communications and Information
Technology”). Under this regulation, the cellular tariffs consist of the following:
• Connection fee
• Monthly charges
• Usage charges
The maximum tariff for connection fee is Rp200,000 per new connection number. The maximum tariff for monthly charges is Rp65,000. Usage
charges consist of the following:
1. Airtime
The maximum airtime tariff charged to the originating cellular subscriber is Rp325 per minute. The details of the tariff system are as follows:
a. Cellular to cellular : 2 times airtime rate
b. Cellular to PSTN : 1 time airtime rate
c. PSTN to cellular : 1 time airtime rate
d. Card phone to cellular : 1 time airtime rate plus 41% surcharge
2. Usage
a. Usage tariff charged to a cellular subscriber who makes a call to another subscriber using PSTN network is similar to the usage tariff of
PSTN, which is applied on a time differentiation basis. For the use of local PSTN network, the tariff is computed at 50% of the prevailing local
PSTN tariff.
b. Long-distance usage tariff between two different service areas without using PSTN network is similar to the prevailing tariff on domestic
long-distance call (“SLJJ”) for a PSTN subscriber.
The maximum tariff for active roaming is Rp1,000 per call and is charged to in-roaming cellular subscriber who makes a call.
Tariffs for prepaid customers are also regulated by the Ministry of Communications in its Decree No. KM.79 Year 1998 dated December 14, 1998,
and are typically higher than tariffs for post-paid subscribers. Cellular operators are allowed to set their own tariffs. However, the maximum usage tariffs
for prepaid customers may not exceed 140% of peak time tariffs for post-paid subscribers.
Regulation No. KM.27/PR.301/MPPT-98 dated February 23, 1998 and Decree No. KM.79 Year 1998 of the Ministry of Tourism, Posts and
Telecommunications were subsequently superseded by Regulation
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No. 12/PER/M.KOMINFO/02/2006 dated February 28, 2006 of the Ministry of Communications and Information Technology regarding basic telephony
tariff for cellular mobile network service.
Under the new regulation, the cellular tariffs consist of the following:
• Connection fee
• Monthly charges
• Usage charges
• Additional facilities fee

The cellular providers should implement the new tariffs referred to as “floor price”. For usage charges, the floor price should be the originating fee
plus termination fee (total interconnection fee), while for connection fee and monthly charges, the floor price depends on the cost structure of each cellular
provider.
The implementation of the new tariffs for a dominant operator has to be approved by the Government. A dominant operator is an operator that has a
revenue of more than 25% of total industry revenue for a certain segment.
As of December 31, 2007, the Company has fully adopted the new cellular tariff system.
c. Fixed telecommunication services
In February 2006, the Ministry of Communications and Information Technology released Regulation No. 09/PER/M.KOMINFO/02/2006 regarding
basic telephony tariff for fixed network service.
As of December 31, 2007, the Company has fully adopted the new fixed telecommunication tariff system.
32. INTERCONNECTION TARIFFS

Interconnection tariffs among domestic telecommunications operators are regulated by the Ministry of Communications through its Decree No.
KM.108/PR.301/MPPT-94 dated December 28, 1994. The decree was updated several times with the latest update being Decree No. KM.37 Year 1999 dated
June 11, 1999. This decree, along with Decree No. KM.46/PR.301/MPPT-98 dated February 27, 1998, prescribed interconnection tariff structures between
mobile cellular telecommunications network and PSTN, mobile cellular telecommunications network and international telecommunications network, mobile
cellular telecommunications network and other domestic mobile cellular telecommunications network, international telecommunications network and PSTN, and
between two domestic PSTNs.
Based on the decree of the Ministry of Communications, the interconnection tariff arrangements are as follows:
1. Structure of Interconnection Tariff

a. Between international and domestic PSTN
Based on Decision Letter No. KM.37 Year 1999 dated June 11, 1999 of the Ministry of Communications, the interconnection tariffs
are as follows:
Tariff Basis
Access charge Rp850 Number of
per call successful
outgoing and
incoming
calls
Usage charge Rp550 Duration of
per paid successful
minute outgoing and
incoming
calls
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b. Between domestic PSTN and another domestic PSTN

Interconnection charges for domestic telecommunication traffic (local and long-distance) between a domestic PSTN and another
domestic PSTN are based on agreements made by those domestic PSTN telecommunications carriers.
c. Between cellular telecommunications network and domestic PSTN
Based on the Ministry of Tourism, Posts and Telecommunications Decree No. KM.46/PR.301/MPPT-98 (“Decree No. 46”) dated
February 27, 1998 which became effective starting April 1, 1998, the interconnection tariffs are as follows:
(1) Local Calls
For local calls from a cellular telecommunications network to a PSTN subscriber, the cellular operator pays the PSTN operator
50% of the prevailing tariff for local calls. For local calls from the PSTN to a cellular subscriber, the cellular operator receives the
airtime charged by the PSTN operator to its subscribers.
(2) SLJJ
For SLJJ which originates from the PSTN to a cellular subscriber, the cellular operator receives a portion of the prevailing SLJJ
tariff, which portion ranges from 15% of the prevailing SLJJ tariff plus the airtime charges in cases where the entire long-distance
portion is not carried by the cellular operator, to 60% of the tariff plus the airtime charges in cases where the entire long-distance
portion is carried by the cellular operator.
For SLJJ which originates from a cellular telecommunications network to a PSTN subscriber, the cellular operator is entitled to
retain a portion of the prevailing SLJJ tariff, which portion ranges from 15% of the tariff in cases where the entire long-distance
portion is not carried by the cellular operator, to 60% of the tariff in cases where the entire long-distance portion is carried by the
cellular operator.
d. Between cellular telecommunications network and another cellular telecommunications network
Based on Decree No. 46, the interconnection tariffs are as follows:

(1) Local Calls
For local calls from a cellular telecommunications network to another, the “origin” cellular operator pays the airtime to the
“destination” cellular operator. If the call is carried by a PSTN, the cellular operator pays the PSTN operator 50% of the prevailing tariff for
local calls.
(2) SLJJ
For SLJJ which originates from a cellular telecommunications network, the cellular operator is entitled to retain a portion of the
prevailing SLJJ tariff, which portion ranges from 15% of the tariff in cases where the entire long-distance portion is not carried by the
cellular operator, to 85% of the tariff in cases where the entire long-distance portion is carried by the cellular operator and the call is
delivered to another cellular operator, and to 100% if the call is delivered to the same cellular operator.
e. Between international PSTN and cellular telecommunications network
Starting from 1998, the interconnection tariff for international cellular call traffic to/from overseas from/to domestic cellular
subscribers, regardless of whether the traffic is made through
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domestic PSTN or not, is based on the same tariff applied to traffic made through domestic PSTN as discussed in “a” above. However, as
agreed mutually with the cellular telecommunications operators, the Company (including Satelindo until it was merged—Note 1e) still
applied the original contractual sharing agreements regarding the interconnection tariffs until December 31, 2006 (Note 33).
f. Between international gateway exchanges
Interconnection charges for international telecommunications traffic between international gateway exchanges are based on
agreements between international telecommunications carriers and international telecommunications joint ventures.
2. Universal Service Obligation (“USO”)
On September 30, 2005, the Ministry of Communications and Information Technology issued Regulation No. 15/PER/M.KOMINFO/9/2005,
which sets forth the basic policy underlying the USO program and requiring telecommunication operators in Indonesia to contribute 0.75% of annual
gross revenue (after deducting bad debt and interconnection charges) for USO development.
The Ministry of Communications and Information Technology also issued Regulation No. 11/PER/M.KOMINFO/04/2007 dated April 13, 2007,
which gives guidance on USO provisioning, such as on auction mechanism, tariff, USO area and technical requirements.
Currently, all operators and the Government are working together to amend the USO tariff. However, as of December 31, 2007, such amendment
has not yet been finalized.
3. Revenue Sharing
Revenue from access and usage charges from international telecommunications traffic with telecommunications networks owned by more than
one domestic telecommunications carrier which is not regulated by this decree, is to be proportionally shared with each carrier, which proportion is to
be bilaterally arranged between the carriers.
KM. 37 Year 1999 and Decree No. 46 were subsequently superseded by Decree No. 32 Year 2004 of the Ministry of Communications which
provides cost-based interconnection to replace the current revenue-sharing arrangement. Under the new decree, the operator of the network on which
calls terminate will determine the interconnection charge to be received by it based on a formula to be mandated by the Government, which will be
intended to have the effect of requiring that operators charge for calls based on the cost of carrying such calls.
The effective date of this decree, which was originally set to start on January 1, 2005, was subsequently postponed until January 1, 2007 based on
Regulation No. 08/PER/M.KOMINFO/02/2006 dated February 8, 2006 of the Ministry of Communications and Information Technology (Note 33).
The implementation of interconnection billing between operators starts from the time they sign their interconnection agreements. All
interconnection agreements will be based on Reference Interconnection Offer (“RIO”). All operators have to publish their RIO and a dominant operator
is required to obtain an approval of its RIO from the Government. The Directorate General of Posts and Telecommunications issued Decree
No. 278/DIRJEN/2006 on August 4, 2006, which approved the RIO of the Company and two other dominant telecommunications operators (Telkom
and Telkomsel).
The decree has been implemented since January 1, 2007 as agreed by all operators and approved by the Government.
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33. INTERCONNECTION AGREEMENTS

The Company, Satelindo and IM3 have interconnection arrangements with domestic and overseas operators. Some significant interconnection agreements
are as follows:
1. Telkom
The following are significant interconnection agreements/transactions with Telkom:
a. Fixed telecommunication services
On September 23, 2005, the Company and Telkom signed an agreement regarding the interconnection of local, long-distance and international
fixed networks.
The principal matters covered by the agreement are as follows:
• Interconnection between the Company’s and Telkom’s local, long-distance and international fixed networks enables the Company’s
fixed telecommunication service subscribers to make or receive calls to or from Telkom’s subscribers or international gateways.
• The Company’s and Telkom’s international services are accessible and continuously open to each other’s fixed networks.
• The Company and Telkom are responsible for their respective telecommunications facilities.
• The compensation arrangement for the services provided is based on interconnection tariffs determined by both parties.
• Each party handles subscriber billing and collection for the other party’s international calls service used by the other party’s
subscribers. Each party has to pay the other party 1% of the collections made by the other party, plus the billing process expenses
which are fixed at Rp82 per record of outgoing call as compensation for billing processing.
On December 28, 2006, the Company entered into a memorandum of understanding with Telkom applying the new interconnection rates
under cost-based regime that are effective starting January 1, 2007.
b. Cellular Services
On December 1, 2005, the Company and Telkom signed an agreement regarding the interconnection between the Company’s cellular
telecommunication network with Telkom’s fixed telecommunication network. Under this agreement, the interconnection between the Company’s
cellular telecommunication network and Telkom’s fixed telecommunication network enables the Company’s cellular subscribers to make or receive
calls to or from Telkom’s fixed telecommunication subscribers.
On December 28, 2006, the Company entered into a memorandum of understanding with Telkom applying the new interconnection rates under
cost-based regime that are effective starting January 1, 2007.
2. PT Excelkomindo Pratama or “Excelcom”, Komselindo and Telkomsel
The principal matters covered by the agreements are as follows:
• The Company’s and Satelindo’s international gateway exchanges are interconnected with the mobile cellular telecommunications operators’
networks to make outgoing or receive incoming international calls through the Company’s and Satelindo’s international gateway exchanges.
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• The Company and Satelindo receive, as compensation for the interconnection, a portion of the cellular telecommunications operators’
revenues from the related services that are made through the Company’s and Satelindo’s international gateway exchanges.
• Satelindo and IM3 also have an agreement with the above operators for the interconnection of Satelindo’s and IM3’s GSM mobile cellular
telecommunications network with the above operators’ network, enabling the above operators’ customers to make calls/send short message
services (“SMS”) to or receive calls/SMS from Satelindo’s and IM3’s customers.
• The agreements are renewable annually.
The latest agreement with Komselindo was signed on July 6, 2004, while the latest agreement with Excelcom was signed on July 1, 2004. The Company
(including Satelindo and IM3 until they were merged—Note 1e) and the above operators still continue their business under the agreements by applying the
original compensation formula, except for interconnection fee.
On December 8, 27 and 28, 2006, the Company entered into a memorandum of understanding with each of Telkomsel, Komselindo and Excelcom,
respectively, applying the new interconnection rates under cost-based regime effective January 1, 2007 to comply with Regulation
No. 08/PER/M.KOMINFO/02/2006 of the Ministry of Communications and Information Technology (Note 32).
Net interconnection revenues (charges) from (to) the operators are as follows:
2005 2006 2007

Telkom 594,523 399,122 449,730
Excelcom (30,239) (34,675) 25,341
Komselindo 3,432 2,028 11,728
Telkomsel 29,932 (50,782) 5,405
Net revenues 597,648 315,693 492,204
34. ASSETS AND LIABILITIES DENOMINATED IN FOREIGN CURRENCIES

The Companies’ monetary assets and liabilities denominated in various foreign currencies as of December 31, 2007 (converted to equivalent U.S. dollar if
currency is other than U.S. dollar) are as follows:
Amount in Equivalent
U.S. Dollar Rupiah *
Assets:
Cash and cash equivalents 207,702 1,950,942
Accounts receivable
Trade 98,651 926,629
Others 1,250 11,741
Derivative assets 13,597 127,717
Other current assets 332 3,116
Due from related parties 2,351 22,083
Non-current assets—others 1,230 11,553
Total assets 325,113 3,053,781
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Amount in Equivalent
U.S. Dollar Rupiah *
Liabilities:
Accounts payable—trade 21,649 203,347
Procurement payable 423,215 3,975,258
Accrued expenses 22,164 208,186
Deposits from customers 1,941 18,232
Derivative liabilities 6,847 64,310
Other current liabilities 34 319
Due to related parties 2 17
Loans payable (including current maturities) 34,773 326,621
Bonds payable (including current maturities) 550,000 5,166,150
Other non-current liabilities 36,401 341,916
Total liabilities 1,097,026 10,304,356
Net liabilities position 771,913 7,250,575
* translated using the prevailing exchange rate at balance sheet date
35. SEGMENT INFORMATION

The Companies manage and evaluate their operations in three major reportable segments: cellular, fixed telecommunication and MIDI. The operating
segments are managed separately because each offers different services/products and serves different markets. The Companies operate in one geographical area
only, so no geographical information on segments is presented.
Segment results and assets include items directly attributable to a segment as well as those that can be allocated on a reasonable basis. Expenditures for
segment assets represent the total costs incurred during the year to acquire segment assets that are expected to be used for more than one year.
Consolidated information by industry segment follows:
Major Segments
Fixed Segment
Cellular Telecommunication MIDI Total
2005
Operating revenues
Revenues from external customers 8,644,951 1,250,807 1,694,033 11,589,791
Inter-segment revenues (115,727) 115,727 269,462 269,462
Total operating revenues 8,529,224 1,366,534 1,963,495 11,859,253
Inter-segment revenues elimination (269,462)
Operating revenues—net 11,589,791
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Major Segments
Fixed Segment
Income
Operating income 2,639,498 615,091 397,328 3,651,917
Interest income 215,103
Gain on sale of investment in associated company 14,625
Gain on sale of other long-term investments—net 1,204
Equity in net income of associated company 86
Financing cost (1,264,764)
Income tax expense (697,924)
Amortization of goodwill (226,352)
Loss on foreign exchange—net (79,932)
Loss on change in fair value of derivatives—net (44,209)
Others—net 85,117
Income before minority interest in net income of subsidiaries 1,654,871
Other Information
Segment assets 28,303,265 1,149,005 3,269,091 32,721,361
Unallocated assets 6,410,391
Inter-segment assets elimination (6,344,619)
Assets—net 32,787,133
Segment liabilities 19,857,524 904,541 960,832 21,722,897
Unallocated liabilities 2,142,746
Inter-segment liabilities elimination (5,393,838)
Liabilities—net 18,471,805
Capital expenditure 6,330,401 306,349 661,197 7,297,947
Depreciation and amortization 2,431,356 214,206 434,643 3,080,205
2006
Operating revenues
Income
Gain on foreign exchange—net 304,401
Loss on change in fair value of derivatives—net (438,774)
Equity in net loss of associated company (238)
Others—net 21,202
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Major Segments
Fixed Segment
Other Information
Segment assets 30,550,224 1,552,003 3,738,044 35,840,271
Segment liabilities 19,665,806 760,291 931,646 21,357,743
2007
Operating revenues
Income
Gain on change in fair value of derivatives—net 68,023
Loss on foreign exchange—net (155,315)
Others—net (79,996)
Other Information
Segment assets 35,594,557 1,667,532 4,923,560 42,185,649
Segment liabilities 27,859,412 989,627 1,278,614 30,127,653
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36. ECONOMIC CONDITIONS

The operations of the Companies have been affected and may continue to be affected for the foreseeable future by the economic conditions in
Indonesia that may contribute to volatility in currency values and negatively impact economic growth. Economic improvements and sustained recovery are
dependent upon several factors, such as fiscal and monetary actions being undertaken by the Government and others, actions that are beyond the control of
the Companies.
37. SUBSEQUENT EVENTS

a. On January 7, 2008, based on Decree No. 01/DIRJEN/2008 of the DGPT, the Company was granted an operating license as Internet Service
Provider (Note 1a).
b. On January 9, 2008, the Company was also granted operating licenses as follows:
• Based on Decree No. 51/DIRJEN/2008 of the DGPT, the Company obtained an operating license for Internet Interconnection Services
(Network Access Point/NAP). This license replaces the previous license given to Satelindo.
• Based on Decree No. 52/DIRJEN/2008 of DGPT, the Company obtained an operating license for Telephony Internet Services. This license
replaces the previous license for VoIP with national coverage that expired in 2007 (Note 1a).
c. On January 9, 2008, based on letter No. 10/14/DASP from Bank Indonesia, the Company obtained the approval for “Indosat m-wallet” prepaid
cards as a new means of payment. The Company was also appointed as a special principal and technical acquirer for such prepaid cards.
d. On January 17, 2008, the Company entered into an agreement for Joint Shore End Cable Operations in Singapore with Telkom and AAG parties.
Based on the agreement, the Company has committed to invest US$4,535 for this project.
e. On January 28, 2008, the Company made the first loan drawdown amounting to US$44,863 from its COface Facility from HSBC (Note 30b).
f. On January 31, 2008, the Company drew down in full the five-year credit facility from DBS (Note 30c).
g. On February 6, 2008, the Company informed the Capital Market and Financial Institutions Supervisory Agency (Bapepam—LK) about its
intention to purchase a portion of its Guaranteed Notes Due 2010 and Guaranteed Notes Due 2012 up to US$100,000 through a combination of the two
notes but should not exceed more than 25% of the principal amount of either series of the notes.
h. On February 11, 2008, the Company terminated its credit facility from StandChart (Note 30f).
i. On February 18, 2008, the Company made the first registration to BAPEPAM-LK for its Sixth Bonds Year 2008 and Sukuk Ijarah Bonds 2008
totalling up to Rp1,500,000. The proceeds of these bonds are expected to be received by April 2008.
j. On February 18, 2008, the Company received the Decision Letter No. KEP-0067/WPJ.19/BD.05/2008 from the Tax Office which rejected the
Company’s appeal on the tax correction on income tax article 26 for year 2004 (Note 13).
k. On February 28, 2008, the Company received the Decision Letter No.KEP-076/WJ.19/BD.05/2008 from the Tax Office which accepted the
Company’s appeal on the tax correction on income tax article 23 for fiscal year 2005 (Note 13).
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l. On February 29, 2008, the Company made the second loan drawdown amounting to US$6,892 from its COface Facility from HSBC (Note30b).
m. On March 17, 2008, the Company signed the amendment to agreements with the trustee and underwriters pertaining to the release of its Sixth
Bonds Year 2008 and Sukuk Ijarah Bonds 2008 totalling Rp1,650,000 with details as follows:
• Bonds VI, Series A amounting to Rp760,000 ( 5-year interest rate of 10.25% per annum)
• Bonds VI, Series B amounting to Rp320,000 (7-year interest rate of 10.80% per annum)
• Sukuk Ijarah Bonds 2008 amounting to Rp570,000 (5-year quarterly fixed Ijarah return of Rp14,606).
n. On March 17, 2008, MOCIT issued Ministerial Decree No.02/PER/M.KOMINFO/2008 about Guidelines on Construction and Use of Shared
Telecommunications Towers. All tower providers, including telecommunications operators, have to share their towers and publish the availability of
towers to be shared. Foreign capital investment is prohibited for tower construction and providing such service.
o. On March 29, 2008, the Company made the third loan drawdown amounting to US$5,265 from its COface Facility from HSBC (Note30b).
p. On April 1, 2008, the Company received the full drawdown amounting to US$27,037 from its 9-year Commercial Facility from HSBC (Note
30b). The loan was not received in full from HSBC Jakarta as disclosed in Note 30b since certain amount was already transferred to other lenders. The
lenders of 9-year Commercial Facility consisted of HSBC Jakarta for US$13,537, PT Bank Lippo Tbk for US$10,000 and Bank of China Limited, Jakarta
Branch for US$3,500.
q. On April 9, 2008, the Company received the proceeds from its Sixth Bonds Year 2008 and Sukuk Ijarah III Year 2008 totalling Rp1,650,000.
r. On April 10 and 15, 2008, the Company received notifications from HSBC France regarding the change in the amount of loan drawdown (from
first drawdown to third drawdown) on its COface Facility from US$57,020 to US$56,964 as a result of COFACE premium reduction of US$56.
s. On April 11, 2008, the Company signed a US$200,000 syndicated term loan facility with ING Bank N.V. and DBS Bank Ltd. to finance the
Company’s (i) capital expenditure, (ii) purchase of a portion of its Guaranteed Notes Due 2010 and Guaranteed Notes Due 2012, and (iii) general working
capital requirements. The loan will mature after five years from the signing date of the loan agreement.
t. On April 11, 2008, DGPT approved the RIO for dominant operators (PT Telkom, PT Telkomsel and PT Indosat), which requires all domestic
operators to amend their interconnection agreements in line with the approved RIO.
u. On April 23, 2008, the Company made the first loan drawdown amounting to US$17,160 from its SINOSURE Facility from HSBC - France.
v. On April 23, 2008, the Company entered into an interest swap contract with HSBC - Jakarta with a notional amount of US$27,037. Based on the
contract, the Company agreed to pay interest computed at a semi-annual fixed rate of 5.42% starting April 1, 2008 to November 27, 2016 in exchange for a
6-month U.S. dollar LIBOR plus 1.45% per annum.
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w. On April 23, 2008, the Company entered into an interest swap contract with HSBC - Jakarta with a notional amount of US$44,200. Based on the
contract, the Company agreed to pay interest computed at a fixed rate of 4.82%, in predetermined interval, starting from April 23, 2008 up to September
29, 2019 in exchange for a month U.S. dollar LIBOR plus 0.35% per annum.
x. As of April 28, 2008, the prevailing exchange rate of the rupiah to U.S. dollar is Rp9,239 to US$1 (in full amounts), while as of December 31,
2007, the prevailing exchange rate was Rp9,393 to US$1 (in full amounts). Using the exchange rate as of April 28, 2008, the Companies earned foreign
exchange gain amounting to approximately Rp118,875 on the foreign currency liabilities, net of foreign currency assets, as of December 31, 2007 (Note
34).
The translation of the foreign currency liabilities, net of foreign currency assets, should not be construed as a representation that these foreign
currency liabilities and assets have been, could have been, or could in the future be, converted into rupiah at the prevailing exchange rate of the rupiah to
U.S. dollar as of December 31, 2007 or at any other rate of exchange.
The commitments for the capital expenditures denominated in foreign currencies as of December 31, 2007 as disclosed in Note 30a are
approximately Rp4,234,566 if translated at the prevailing exchange rate as of April 28, 2008.
38. RECLASSIFICATION OF ACCOUNTS

Following are the accounts in the 2006 consolidated balance sheet which have been reclassified to Goodwill and Other Intangible Assets to conform with
the presentation of accounts in the 2007 consolidated balance sheet:
As Previously Reported Amounts

Property and Equipment—carrying value (203,049)
Property and Equipment—accumulated depreciation 158,667
Following are the accounts in the 2005 and 2006 consolidated statements of income which have been reclassified to Operating Expenses—Cost of Services
to conform with the presentation of accounts in the 2007 consolidated statement of income:
Amounts
As Previously Reported 2005 2006
Operating expenses—compensation to telecommunication carriers and service providers 408,411 369,704
Operating expenses—maintenance 614,595 585,158
Operating expenses—leased circuits 142,210 180,168
Operating expenses—other cost of services 1,461,729 1,569,143
39. REVISED SAK

The following summarizes the revised SAK which were recently issued by the Indonesian Institute of Accountants:
• SAK 50 (Revised 2006), “Financial Instruments: Presentation and Disclosures”, contains the requirements for the presentation of financial
instruments and identifies the information that should be disclosed. The presentation requirements apply to the classification of financial
instruments, from the perspective of the issuer, into financial assets, financial liabilities and equity instruments; the
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classification of related interests, dividends, losses and gains; and the circumstances in which financial assets and financial liabilities should be
offset. This SAK requires the disclosure of, among others, information about factors that affect the amount, timing and certainty of an entity’s future
cash flows relating to financial instruments and the accounting policies applied to those instruments. SAK 50 (Revised 2006) supersedes SAK 50,
“Accounting for Certain Investments in Securities”, and is applied prospectively for financial statements covering the periods beginning on or after
January 1, 2009. Early application is encouraged.
• SAK 55 (Revised 2006), “Financial Instruments: Recognition and Measurement”, establishes the principles for recognizing and
measuring financial assets, financial liabilities and some contracts to buy or sell non-financial items. This SAK provides the definitions
and characteristics of derivatives, the categories of financial instruments, recognition and measurement, hedge accounting and
determination of hedging relationships, among others. SAK 55 (Revised 2006) supersedes SAK 55 (Revised 1999), “Accounting for
Derivative Instruments and Hedging Activities”, and is applied prospectively for financial statements covering the periods beginning on
or after January 1, 2009. Early application is encouraged.
• SAK 13 (Revised 2007), “Investment Property”, shall be applied in the recognition, measurement and disclosure of investment property. This SAK
applies to, among others, the measurement in a lessee’s financial statements of investment property interests held under a lease accounted for as a
finance lease and to the measurement in a lessor’s financial statements of investment property provided to a lessee under an operating lease. This
SAK permits the entity to choose either the cost model or fair value model to be applied to all its investment property. SAK 13 (Revised 2007)
supersedes SAK 13 (1994), “Accounting for Investments”, and is effective for financial statements covering the periods beginning on or after
January 1, 2008.
• SAK 16 (Revised 2007), “Fixed Assets”, prescribes the accounting treatment for property, plant and equipment to enable the financial statements
users to discern information about an entity’s investment in its property, plant and equipment and the changes in such investment. This SAK
provides for, among others, the recognition of the assets, determination of their carrying amounts and related depreciation and impairment losses.
Under this SAK, an entity shall choose either the cost model or revaluation model to account for its property, plant and equipment. SAK 16
(Revised 2007) supersedes SAK 16 (1994), “Fixed Assets and Other Assets”, and SAK 17 (1994), “Accounting for Depreciation”, and is effective
for financial statements beginning on or after January 1, 2008.
• SAK 30 (Revised 2007), “Leases”, prescribes for lessees and lessors, the appropriate accounting policies and disclosures to apply in relation to
leases. This SAK provides for the classification of leases based on (a) the extent to which risks and rewards incidental to ownership of a leased asset
lie with the lessor or the lessee, and (b) the substance of the transaction rather than the form of the contract. SAK 30 (Revised 2007) supersedes
SAK 30 (1990), “Accounting for Leases”, and is effective for financial statements beginning on or after January 1, 2008.
The Companies have not adopted these SAKs. The Companies are currently studying them and have not yet determined the related effects on the
consolidated financial statements.
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40. NEW GOVERNMENT REGULATION

On December 28, 2007, the President of the Republic of Indonesia and the Minister of Law and Human Rights signed the Government Regulation
No. 81/2007 (PP No. 81/2007) on “Reduction of the Rate of Income Tax on Resident Corporate Taxpayers in the Form of Publicly-listed Companies”. This
regulation provides that resident publicly-listed companies in Indonesia can obtain the reduced income tax rate which is 5% lower than the highest income tax
rate under Article 17 paragraph 1 (b) of the Income Tax Law, provided they meet the prescribed criteria, i.e., companies whose shares or other equity instruments
are listed in the Indonesian stock exchanges, whose shares owned by the public are 40% or more of the total paid shares and such shares are owned by at least
300 parties, each party owning less than 5% of the total paid-up shares. These requirements should be fulfilled by the publicly-listed companies for a period of
six months in one tax year. As of December 31, 2007, the Company does not expect to meet the required criteria to avail of the lower income tax rate (Note 18),
and has therefore, not applied this reduced tax rate to its deferred tax assets and liabilities.
41. SUMMARY OF SIGNIFICANT DIFFERENCES BETWEEN ACCOUNTING PRINCIPLES FOLLOWED BY THE COMPANIES AND U.S.
GENERALLY ACCEPTED ACCOUNTING PRINCIPLES (“U.S. GAAP”)
The Companies prepared their consolidated financial statements in accordance with accounting principles generally accepted in Indonesia (“Indonesian
GAAP”). The Companies have prepared the following information, in this note and Note 42, to present the nature and effect on net income and stockholders’
equity of the differences between Indonesian GAAP and U.S. GAAP. Additional U.S. GAAP disclosures are made in Note 43.
a. Interest Capitalizable to Properties under Construction and Installation

Under Indonesian GAAP, one of the criteria for capitalizing interest cost to a qualifying asset (i.e., properties under construction and installation) is
that the interest should be attributable to the qualifying asset. The capitalization of a parent company’s interest expense related to a subsidiary’s asset is not
allowed under Indonesian GAAP. The Companies did not capitalize the interest incurred on its debt, the proceeds of which were not used to acquire
qualifying assets.
Under U.S. GAAP, Statement of Financial Accounting Standards (“SFAS”) No. 34, “Capitalization of Interest Cost”, does not specify that interest
cost be attributable to the qualifying assets; therefore, the capitalizable interest includes interest costs incurred on general and specific borrowings.
Furthermore, U.S. GAAP requires capitalization of a parent company’s interest expense for all qualifying expenditures. The difference between the
amount of interest capitalized under Indonesian GAAP and U.S. GAAP results in additional depreciation expense recognized under U.S. GAAP.
b. Goodwill
Under Indonesian GAAP, goodwill is amortized using the straight-line method over the useful life of the goodwill.
Under U.S. GAAP, goodwill is not amortized but subjected to impairment test under SFAS No. 142, “Goodwill and Other Intangible Assets”.
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c. Revenue Recognition
Under Indonesian GAAP, revenue from service connection is recognized as income at the time the connection takes place (for post-paid service) or
at the time of delivery of starter packs to distributors, dealers or customers (for prepaid service).
Under U.S. GAAP, in accordance with SEC Staff Accounting Bulletin (“SAB”) No. 104, “Revenue Recognition”, revenue from service connection
should be deferred and recognized over the expected term of the customer relationship.
d. Capitalization of Foreign Exchange Losses—Net of Gain

Under Indonesian GAAP, foreign exchange losses—net of foreign exchange gain on borrowings used to finance construction of a qualifying asset
should be capitalized. Capitalization of net foreign exchange losses ceases when the construction is substantially completed and the constructed asset is
ready for its intended use.
Under U.S. GAAP, foreign exchange gain or loss should be credited or charged to current operations as incurred. The net foreign exchange losses
capitalized and the related depreciation expense under Indonesian GAAP should be reversed for U.S. GAAP purposes.
e. Landrights
In Indonesia, except for ownership rights (“Hak Milik”) granted to individuals, the title to land rests with the State under the Basic Agrarian Law
No. 5 of 1960. Land use is accomplished through landrights, whereby the holder of the rights enjoys the full use of the land for a stated period of time,
subject to extensions. The Companies expect that the landrights will be renewed at nominal costs in the foreseeable future. In most instances, the
landrights are freely tradable. Additionally, they may be pledged as security under borrowing agreements. The predominant practice is to capitalize the
costs of acquired landrights and to not amortize these costs.
Under Indonesian GAAP, expenses associated with the acquisition of the government permit to use the land (i.e. notary fee, tax, etc.) should be
amortized over the period of the right to use the land obtained from the Government which, in the case of the Companies, is an initial period ranging from
approximately 20 to 30 years.
Under U.S. GAAP, the costs to acquire the landrights are amortized over the period of the right to use the land obtained from the Government which
ranges from 20 to 30 years.
f. Pension Plan
Under Indonesian GAAP, the Companies follow SAK 24 (Revised 2004) (Note 2p). In accordance with SAK 24 (Revised 2004), there was no
transition obligation at the initial adoption of the SAK since it was adjusted to the beginning retained earnings of the earliest prior period presented, and
the past service cost is recognized as an expense on a straight-line basis over the average period until the benefits become vested.
Under U.S. GAAP, starting 2006, the Companies adopted SFAS No. 158, “Employers’ Accounting for Defined Benefit Pension and Other
Postretirement Plans”, which amended SFAS Nos. 87, 88, 106 and 132 (R). In accordance with SFAS No. 158, a company should recognize the funded or
unfunded status of a benefit plan in its statement of financial position and also should recognize as a component of other
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comprehensive income, net of tax, actuarial gains or losses and prior service costs or credits, and transition assets or obligations accumulated at the date of
the adoption of this standard that were not previously recognized as components of net periodic pension cost pursuant to SFAS No. 87, “Employers’
Accounting for Pensions”. SFAS No. 158 does not change the determination of net periodic pension cost under SFAS No. 87. In accordance with SFAS
No. 87, the transition obligation and past service cost are amortized over the average remaining service lives of the employees.
g. Minority Interest
This represents the net effect on the minority stockholders’ proportionate share in the equity of the subsidiaries, as a result of the differences between
Indonesian GAAP and U.S. GAAP which affect the subsidiaries’ net income.
h. Postretirement Benefits
In July 2004, the Indonesian Institute of Accountants issued SAK 24 (Revised 2004), “Employee Benefits”, which regulates the accounting and
disclosure for Employee Benefits and covers also postretirement benefits.
Under U.S. GAAP, the Companies account for these benefits over the estimated service period of its employees based on actuarial assumptions
which are similar to those provided by SFAS No. 106, “Employers’ Accounting for Postretirement Benefits Other than Pensions”.
Starting 2006, the Companies adopted SFAS No. 158 under which a company should recognize the funded or unfunded status of a benefit plan in its
statement of financial position and also recognize as a component of other comprehensive income, net of tax, actuarial gains or losses and prior service
costs or credits, and transition assets or obligations accumulated at the date of the adoption of this standard that were not previously recognized as
components of net periodic benefit cost.
i. Equity in Net Income of Associated Companies

This represents the effect of the difference between Indonesian GAAP and U.S. GAAP in the investee’s accounting for foreign exchange differential
on borrowings relating to property under construction (see “d” above).
j. Preacquisition Income
This represents the difference in the minority stockholders’ proportionate share in the 2003 net income of IM3 determined under Indonesian GAAP
and U.S. GAAP at the time of the acquisition of the minority interest in the Subsidiary.
k. Others
Other adjustments represent individually insignificant adjustments for differences between Indonesian GAAP and U.S. GAAP.
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42. RECONCILIATION BETWEEN NET INCOME AND STOCKHOLDERS’ EQUITY DETERMINED UNDER INDONESIAN AND U.S. GAAP
The following is a summary of the adjustments to net income for the years ended December 31, 2005, 2006 and 2007 and to stockholders’ equity as of
December 31, 2006 and 2007 to reconcile the net income and stockholders’ equity under Indonesian GAAP to U.S. GAAP:
2005 2006 2007

Rp Rp Rp US$
(Note 3)
Net income presented in the consolidated financial statements prepared under
Indonesian GAAP 1,623,481 1,410,093 2,042,043 217,400
U.S. GAAP adjustments
Increase (decrease) due to:
Capitalization of interest expense 258,876 326,314 488,199 51,975
Amortization of goodwill 226,348 226,348 226,348 24,098
Deferred connection fees—net of recognized amounts 54,119 43,599 10,828 1,153
Minority interest 13,075 (1,260) 49 5
Deferred income tax effect of U.S. GAAP adjustments (96,116) (151,979) (192,117) (20,453)
Depreciation (198,267) (47,242) (77,387) (8,239)
Amortization of landrights (10,925) (12,422) (14,558) (1,550)
Net periodic pension cost (18,929) (7,424) (5,924) (631)
Net periodic postretirement benefit cost (1,344) (155) (1,334) (142)
Capitalization of net foreign exchange losses — (33,207) — —
Equity in net income of associated companies 28,996 — — —
Others (3,761) (1,636) (337) (36)
Net adjustments 252,072 340,936 433,767 46,180
Net income in accordance with U.S. GAAP 1,875,553 1,751,029 2,475,810 263,580
Basic earnings per share 357.03 323.99 455.62 0.05
Diluted earnings per share 353.27 321.94 455.62 0.05
Basic earnings per ADS (50 B shares per ADS) 17,851.36 16,199.28 22,781.01 2.43
Diluted earnings per ADS 17,663.52 16,097.23 22,781.01 2.43
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2006 2007
Rp Rp US$
(Note 3)
Stockholders’ equity presented in the consolidated financial statements prepared under Indonesian GAAP 15,201,745 16,544,730 1,761,389
U.S. GAAP adjustments Increase (decrease) due to:
Amortization of goodwill 1,596,219 1,822,566 194,034
Capitalization of interest expense 1,034,967 1,523,166 162,160
Deferred tax impact of U.S. GAAP adjustments (709,411) (862,531) (91,827)
Accrued postretirement benefit liability (253,272) (396,021) (42,161)
Prepaid pension (150,821) (142,349) (15,155)
Amortization of landrights (75,894) (90,451) (9,630)
Capitalization of foreign exchange losses—net of gain (60,063) (60,063) (6,394)
Deferred connection fees—net of amortization (48,143) (37,315) (3,973)
Preacquisition income (14,303) (14,303) (1,523)
Accumulated depreciation 64,895 (12,492) (1,330)
Minority interest (5,245) (5,196) (553)
Reversal of deferred tax liabilities on difference in transactions of equity changes in Satelindo and
Bimagraha as a result of merger (1,293) (1,293) (137)
Others (4,587) (7,895) (840)
Net adjustments 1,373,049 1,715,823 182,671
Stockholders’ equity in accordance with U.S. GAAP 16,574,794 18,260,553 1,944,060
43. ADDITIONAL U.S. GAAP DISCLOSURES

The following information is presented on the basis of U.S. GAAP:
a. Significant Captions of Consolidated Balance Sheets
2006 2007
Current assets 5,861,417 11,126,487
Non-current assets 31,129,511 37,713,637
Total assets 36,990,928 48,840,124
Current liabilities 6,864,243 11,707,500
Non-current liabilities 13,350,010 18,574,750
Total liabilities 20,214,253 30,282,250
Minority interest 201,881 297,321
Stockholders’ equity 16,574,794 18,260,553
Total liabilities and stockholders’ equity 36,990,928 48,840,124
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b. Valuation and Qualifying Accounts

The following summarizes the activities in the Companies’ valuation and qualifying accounts:
Charged Effect of
Balance at (Credited) Foreign
Beginning to Costs Exchange Balance at
Description of Year and Expenses Deductions Adjustments End of Year
2005
Allowance for doubtful accounts:
Accounts receivable Others 39,728 2,549 (8,237)a 535 34,575
Due from related parties 23,089 (280) (21,714)a 658 1,753
Valuation allowance—deferred tax assets 52,232 (14,912) (32,612)b — 4,708
Total 115,049 (12,643) (62,563) 1,193 41,036
2006
Accounts receivable
Others 34,575 (2,069) (15,175)a (759) 16,572
Due from related parties 1,753 1,037 — 5 2,795
Valuation allowance—deferred tax assets 4,708 — (3,068)c — 1,640
Total 41,036 (1,032) (18,243) (754) 21,007
2007
Accounts receivable Others 16,572 266 — 402 17,240
Due from related parties 2,795 (562) — 24 2,257
Valuation allowance—deferred tax assets 1,640 — — — 1,640
Total 21,007 (296) — 426 21,137
a deduction of allowance for doubtful accounts due to write-off of receivable
b deduction of valuation allowance for deferred tax assets due to sale of investment in subsidiary
c deduction of valuation allowance for deferred tax assets due to expiration of net operating loss carryover
c. Statements of Comprehensive Income

Shown below are the Statements of Comprehensive Income for the years ended December 31, 2005, 2006 and 2007:
2005 2006 2007

Net income 1,875,553 1,751,029 2,475,810
Other comprehensive income:
Foreign currency translation—net of income taxes of (Rp86) in 2005, (Rp18) in 2006 and
Rp2,570 in 2007 (201) (46) 5,995
Change in retirement benefits recorded in other comprehensive income—net of tax of
(Rp38,997) in 2007 (Notes 41f and 41h) — — (90,991)
Net Comprehensive Income 1,875,352 1,750,983 2,390,814
As of December 31, 2007, the accumulated other comprehensive loss amounted to Rp481,647 under U.S. GAAP.
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d. Pension and Other Postretirement Benefits

Starting 2006, the Companies adopted the recognition and disclosure provisions of SFAS 158 that require the Companies to recognize the
funded status (i.e., the difference between the fair value of plan assets and the projected benefit obligations) of the pension plan and postretirement
benefit plan in the consolidated balance sheet, with a corresponding adjustment to accumulated other comprehensive income, net of tax. The
adjustment to accumulated other comprehensive income at adoption represents the net unrecognized actuarial losses, unrecognized prior service
costs, and unrecognized transition obligation remaining from the initial adoption of SFAS 87 and SFAS 106, all of which were previously netted
against the plan’s funded status in the Companies’ consolidated balance sheet pursuant to the provisions of SFAS 87 and SFAS 106. Subsequently,
these amounts will be recognized as net periodic benefit cost pursuant to the Companies’ historical accounting policy for amortizing such amounts.
Further, actuarial gains and losses that arise in subsequent periods and are not recognized as net periodic benefit cost in the same periods will be
recognized as a component of other comprehensive income. Subsequently, these amounts will be recognized as part of the net periodic benefit cost
on the same basis as the amount recognized in the accumulated other comprehensive income at adoption of SFAS 158.
The composition of the cost for the years ended December 31, 2005, 2006 and 2007 is as follows:
2005 2006 2007

Interest cost 54,750 63,650 63,417
Service cost 26,354 37,660 38,801
Expected return on plan assets (69,957) (71,136) (64,607)
Net periodic pension cost 22,104 37,599 53,190
Other Postretirement Benefits
Interest cost 46,333 48,579 103,427
Service cost 29,890 39,248 49,154
Additional benefits due to early retirement — 1,167 —
Total periodic other postretirement cost 101,384 107,506 170,158
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Amounts recognized in accumulated other comprehensive loss at December 31, 2006 and 2007 consist of:
2006 2007
Unrecognized transition obligation 753 68
Unrecognized prior service costs 3,023 6,668
Unrecognized net actuarial losses 273,877 256,519
Total 277,653 263,255
Less deferred taxes 83,296 78,977
Net 194,357 184,278
Unrecognized transition obligation 1,046 780
Unrecognized prior service costs 79,644 68,397
Unrecognized net actuarial losses 208,561 364,460
Total** 289,251 433,637
Less deferred taxes 86,775 130,091
Net 202,476 303,546
Total 396,833 487,824
** Other postretirement benefits, i.e., housing allowances and Labor Law 13 benefits, are included in “Others” in Note 42. Accumulated other comprehensive loss related to housing
allowances and Labor Law 13 benefits amounted to Rp21,410 and Rp24,381 as of December 31, 2006 and 2007, respectively.
The transition obligation, prior service costs and net actuarial losses included in accumulated other comprehensive income as of December 31, 2007
and expected to be recognized in net periodic pension cost for the year ending December 31, 2008 are as follows:
Defined Other
Benefit Postretirement
Pension Plan Benefits Total
Transition obligation 68 266 334
Prior service costs 432 11,247 11,679
Net actuarial losses 13,467 17,600 31,067
Total 13,967 29,113 43,080
Less deferred taxes 4,190 8,734 12,924
Net 9,777 20,379 30,156
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The reconciliation of projected benefit obligation and fair value of plan assets for the years ended December 31, 2006 and 2007, and the
accumulated benefit obligation as of December 31, 2006 and 2007 are as follows:
2006 2007
Funded Status
Projected Benefit Obligation
Interest cost 63,649 63,417
Service cost 37,660 38,801
Prior service cost — 4,078
Benefit payments (58,600) (64,813)
Actuarial (gain) loss on obligation 103,793 (14,241)
Fair Value of Plan Assets
Actual return on plan assets 61,362 53,262
Employer’s contributions 9,999 17,842
Funded Status at End of Year 82,753 58,642
Accumulated Benefit Obligation 372,381 373,463
As of December 31, 2006 and 2007, the overfunded status of the defined benefit pension plan amounting to Rp82,753 and Rp58,642, respectively, is
recognized in the statement of financial position as prepaid pension (current asset) of Rp1,882 and Rp2,260, respectively, and long-term prepaid pension of
Rp80,871 and Rp56,382, respectively.
No plan assets are expected to be returned to the Companies during the year ending December 31, 2008.
2006 2007
Unfunded Status
Projected Benefit Obligation
Actuarial loss on obligation 59,380 161,963
Interest cost 48,579 103,427
Service cost 39,248 49,154
Unfunded Status at End of Year 613,354 905,665
Accumulated Benefit Obligation 545,029 824,795
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As of December 31, 2006 and 2007, the underfunded status of the other postretirement benefit plan amounting to Rp613,354 and Rp905,665,
respectively, is recognized in the statement of financial position as accrued expense (current liability) of Rp7,898 and Rp11,489, respectively, and
long-term postretirement liability of Rp605,456 and Rp856,698, respectively, and also as a deduction to long-term receivables amounting to Rp37,478 in
2007.
e. Sales Taxes
In March 2006, the Emerging Issues Task Force (“EITF”) reached a consensus on Issue No. 06-3, How Sales Taxes Collected from Customers and
Remitted to Governmental Authorities Should Be Presented in the Income Statement (That Is, Gross versus Net Presentation) (“EITF 06-3”). EITF 06-3
addresses income statement classification and disclosure requirements of externally-imposed taxes on revenue-producing transactions. Task Force also
concluded that entities should present these taxes in the consolidated statement of income on either a gross or a net basis, based on their accounting policy,
which should be disclosed pursuant to APB No. 22.
The Companies have presented revenues net of sales and value-added taxes in their consolidated statement of income based on the accounting policy
consistently applied from the earliest period presented.
f. FIN 48
In June 2006, the Financial Accounting Standards Board (FASB) issued Interpretation No. 48, “Accounting for Uncertainty in Income Taxes, an
interpretation of FASB Statement No. 109” (“FIN 48”). FIN 48 clarifies the accounting for uncertainty in income taxes recognized in the Company’s
financial statements in accordance with SFAS No. 109, “Accounting for Income Taxes” by establishing guidelines for recognition, measurement,
presentation and disclosure of uncertain tax positions taken or expected to be taken in income tax returns. FIN 48 is effective for fiscal years beginning
after December 15, 2006.
The Companies adopted the provisions of FIN 48 on January 1, 2007. Based on the analysis of all tax positions related to income taxes subject to
FAS 109, the Companies determined that the implementation of FIN48 did not result to a tax liability for unrecognized tax benefit as of January 1, 2007
and there were no events that occurred during 2007 that would change that conclusion as of December 31, 2007. The Companies anticipate that it is
reasonably possible that there will be no significant changes to their position in relation to unrecognized tax benefit in 2008.
For the year ended December 31, 2007, there have been no interest or penalties incurred in relation to corporate income taxes.
As of December 31, 2007, the Companies are subject to tax audits for tax years 2006 and 2007.
The Companies record interest and penalties for the underpayment of income tax, if any, in interest expense account and other expenses account,
respectively, in the consolidated financial statements.
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g. Recent Accounting Pronouncements

SFAS 157
In September 2006, the FASB issued SFAS No. 157, “Fair Value Measurements” (“SFAS 157”). SFAS 157 defines fair value, establishes a
framework for measuring fair value and expands disclosures about fair value measurements. This statement is effective for financial statements issued for
fiscal years beginning after November 15, 2007, and interim periods within those fiscal years. Moreover, a company should apply the statement
prospectively as of the beginning of the fiscal year in which SFAS 157 is initially applied with limited exceptions that require retrospective application of
the provisions.
The Companies are currently evaluating what effect, if any, the adoption of SFAS 157 will have on the Companies’ consolidated financial
statements.
SFAS 159
In February 2007, the FASB issued SFAS No. 159, “The Fair Value Option for Financial Assets and Financial Liabilities” (SFAS 159). Under the
provisions of SFAS 159, a company may choose to account for financial assets and financial liabilities (as well as certain non-financial instruments that
are similar to financial instruments) at fair value on an instrument-by-instrument basis. Changes in fair value shall be recognized in earnings for each
reporting period. SFAS 159 is effective for financial statements issued for fiscal years beginning after November 15, 2007, and interim periods within
those fiscal years.
statements.
SFAS 141(R)
In December 2007, the FASB issued SFAS 141(R), “Business Combinations”. SFAS 141 (R) still retains the fundamental requirements in SFAS
141—the acquisition method of accounting (called the purchase method) being used for all business combinations and an acquirer being identified for each
business combination. Under the provisions of SFAS 141(R):
• The acquirer should recognize the assets acquired, the liabilities assumed, including those arising from contractual contingencies, any
contingent consideration, and any non-controlling interest in the acquiree at the acquisition date, at their fair values as of that date, with
limited exceptions specified in the statement.
• The acquirer in a business combination achieved in stages (sometimes referred to as a step acquisition) should recognize the identifiable
assets and liabilities, as well as the non-controlling interest in the acquiree, at the full amounts of their fair values (or other amounts
determined in accordance with SFAS 141[R]).
• The acquirer should recognize goodwill as of the acquisition date, measured as a residual, which in most types of business combinations will
result in measuring goodwill as the excess of the consideration transferred plus the fair value of any non-controlling interest in the acquiree
at the acquisition date and in a business combination achieved in stages, the acquisition-date fair value of the acquirer’s previously held
equity interest in the acquiree over the fair values of the identifiable net assets acquired.
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SFAS 141(R) applies prospectively to business combinations for which the acquisition date is on or after the beginning of the first annual reporting
period beginning on or after December 15, 2008. Early adoption is prohibited.
The Companies are currently evaluating the effect, if any, the adoption of SFAS 141(R) will have on the Companies’ consolidated financial
statements.
SFAS 160
In December 2007, the FASB issued SFAS 160, “Non-controlling Interests in Consolidated Financial Statements”, which amends Accounting
Research Bulletin 51, “Consolidated Financial Statements”. SFAS 160 (i) establishes accounting and reporting standards for the non-controlling interest in
a subsidiary and for the deconsolidation of a subsidiary, (ii) clarifies that a non-controlling interest in a subsidiary is an ownership interest in the
consolidated entity that should be reported as equity in the consolidated financial statements, and (iii )changes the way the consolidated income statement
is presented by requiring consolidated net income to be reported at amounts that include the amounts attributable to both the parent and the non-controlling
interest.
Under SFAS 160, a parent company is required to:
• Make disclosure, on the face of the consolidated statement of income, of the amounts of consolidated net income attributable to the parent
and to the non-controlling interest
• Recognize a gain or loss in net income when a subsidiary is deconsolidated and requires expanded disclosures in the consolidated financial
statements that clearly identify and distinguish between the interests of the parent owners and the interests of the non-controlling owners of
a subsidiary.
SFAS 160 is effective for fiscal years, and interim periods within those fiscal years, beginning on or after December 15, 2008. Earlier adoption is
prohibited.
statements.
SFAS 161
In March 2008, the FASB issued SFAS 161, “Disclosures about Derivative Instruments and Hedging Activities, an amendment of FASB Statement
No. 133”. SFAS 161 applies to all derivative instruments and related hedged items accounted for under SFAS 133, “Accounting for Derivative Instruments
and Hedging Activities”. SFAS 161 requires entities to provide greater transparency about (a) how and why an entity uses derivative instruments, (b) how
derivative instruments and related hedged items are accounted for under SFAS 133 and its related interpretations, and (c) how derivative instruments and
related hedged items affect an entity’s financial position, results of operations and cash flows.
Under SFAS 161, an entity is required to provide:
• Qualitative disclosures about objectives for using derivatives by primary underlying risk exposure and by purpose or strategy
• Information about the volume of derivative activity in a flexible format that the preparer believes is the most relevant and practicable
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• Tabular disclosures about balance sheet location and gross fair value amounts of derivative instruments, income statement and other
comprehensive income location and amounts of gains and losses on derivative instruments by type of contract
• Disclosures about credit-risk-related contingent features in derivative agreements.

SFAS 161 is effective for fiscal years and interim periods beginning after November 15, 2008. Early application is encouraged.
The Companies did not early adopt SFAS 161 to their December 31, 2007 consolidated financial statements.
44. COMPLETION OF THE CONSOLIDATED FINANCIAL STATEMENTS

The management of the Company is responsible for the preparation of the accompanying consolidated financial statements that were completed on April
28, 2008.
F-112
Exhibit 1.1
Official & Sworn Translation
STATEMENT OF MEETING RESOLUTIONS OF
PT INDONESIAN SATELLITE CORPORATION Tbk
Abbreviated to PT INDOSAT Tbk
Number: 7.
On this day, Monday, the eighth day of March two thousand four (8-3-2004);
Appeared before me, Missus POERBANINGSIH ADI WARSITO, Bachelor of Law, Notary in Jakarta, in the presence of the witnesses whose names shall be
mentioned at the end of this deed:
Mister WIDYA PURNAMA, born in Pare-pare, on the twenty sixth day of July one thousand nine hundred fifty four (26-7-1954), Indonesian Citizen, President
Director of the company to be mentioned herein below, residing in Central Jakarta, Cempaka Baru VI number: 45, Neighborhood Unit 010, Residential Unit 007,
Sub District of Cempaka Baru, District of Kemayoran. Holder of the Resident Identification Card Number: 09.5001.260754.0004.
According to his statement is acting in this matter in his abovementioned capacity and as such represents the Board of Directors of and therefore for and on
behalf and validly representing PT. INDONESIAN SATELLITE CORPORATION Tbk. Abbreviated to PT. INDOSAT Tbk., domiciled in Jakarta, of which
amendment to its entire articles of association along with the amendments thereof has been announced in the State Gazette of the Republic of Indonesian
consecutively:
• dated the twentieth day of March one thousand nine hundred ninety eight (20-3-1998) number: 23, Supplement number: 1662;
Translated from Bahasa Indonesia to English 1
• dated the sixth day of August one thousand nine hundred ninety nine (6-8-1999) number: 63, Supplement number: 214;
• dated the sixteenth day of November two thousand (16-11-2000) number: 92, Supplement number: 7262;
• dated the seventeenth day of April two thousand three (17-4-2003) number: 31, Supplement number: 310; and
• dated the first day of August two thousand three (1-8-2003) number: 61, Supplement number: 6207;
Last amended with the following consecutive deeds:
• dated the sixteenth day of July two thousand three (16-7-2003) number: 34, drawn before me, Notary; a report on the Deed of which has been received and
recorded by the Department of Justice and Human Rights of the Republic of Indonesia through the letter dated the fifth day of August two thousand three
(5-8-2003) number: C-UM.02.01.12632; and
• dated the eleventh day of November two thousand three (11-11-2003) number: 27, drawn before missus MARIA THERESIA SUPRAPTI, Bachelor of
Law, the then substitute of me, Notary; a report on the Deed of which has been received and recorded
by the Department of Justice and Human Rights of the Republic of Indonesia through the letter dated the twenty first day of November two thousand three
(21-11-2003) number: C-28061 HT.01.04.TH.2003;
(Hereinafter referred to as the “Company”).
The appearing party acting in his abovementioned capacity hereby first declares in this deed:
th
• Whereas on Monday, the eight day of March two thousand four (8-3-2004), at the Auditorium, Indosat Building 4 Floor, Jalan Medan Merdeka Barat
number: 21, Jakarta 10110, an Extraordinary General Shareholders Meeting of the Company (hereinafter referred to as the “Meeting”) was convened.
• Whereas the Minutes of the said Meeting are set forth in my, the Notary’s, deed dated today, number: 6.
• Whereas pursuant to the provisions of Article 22 paragraphs (1) and (2) of the Articles of Association of the Company, to convene the Meeting, the Board
of Directors of the Company shall serve a notice and summon to the shareholders of the Company. And to meet the said provision, the Board of Directors
have provided:
• a notification, by announcing in 2 (two) daily newspapers published in the Indonesian language, namely Investor Indonesia
and Republika, as well as 1 (one) daily newspapers published in the English language, namely The Jakarta Post, on the sixth day of February two
thousand four (6-2-2004);
• a summon has also been announced in 2 (two) daily newspapers published in the Indonesian language, namely Investor Indonesia and Republika, as
well as 1 (one) daily newspapers published in the English language, namely The Jakarta Post, on the twentieth day of February two thousand four
(20-2-2004);
• Whereas a total of 814,436,507 (eight hundred fourteen million four hundred thirty six thousand five hundred seven) shares are present and/or represented
in the said Meeting, consisting of 1 (one) Serial A share and 814,436,506 (eight hundred fourteen million four hundred thirty six thousand five hundred
six) Serial B shares or representing 78,65% (seventy eight coma sixty five percents) of 1,035,500,000 (one billion thirty five million five hundred
thousand) shares, which constitutes the entire shares of the Company that have been issued or placed by the Company up to the date of the Meeting.
Thus, the provisions on the quorum of attendance in the Meeting as regulated under:
• Article 28 paragraph 1 of the Articles of Association of the Company;
has been fulfilled, and therefore the Meeting is valid and entitled to adopt valid and binding resolutions.
• Whereas the said Meeting was convened, among others:
• To change the nominal value of the shares of the Company in relation to the shares split and to amend the articles of association of the Company in
relation to the share split and the changes to the nominal value of the shares of the Company;
• Whereas based on the results of the voting pertaining to the amendment to the Articles of Association of the Company, the following votes were obtained:
• The total number of shares present in the Meeting is 814,436,507 (eight hundred fourteen million four hundred thirty six thousand five hundred
seven) shares;
• The total number of shares casting disapproving votes is 1,000 (one thousand) shares;
Thus, the total number of approving votes is 814,435,507 (eight hundred fourteen million four hundred thirty five thousand five hundred seven) shares or
99,99% (ninety nine percents).
• Whereas the appearing party has been granted the authority by the Meeting with rights of substitution to set forth the said Meeting’s resolutions in a deed
before a Notary.
• Therefore, by virtue of the power of attorney granted by the said Meeting, the appearing party hereby declares that the said Meeting has resolved, among
others:
• To approve the split of the nominal value of the serial A and serial B shares from Rp. 500,00 (five hundred rupiah) to become Rp. 100,00 (one
hundred rupiah) per share, thus increasing the total number of shares of the Company from 4,000,000,000 (four billion) shares to become
20,000,000,000 (twenty billion) shares and increasing the total number of subscribed shares from 1,035,500,000 (one billion thirty five million five
hundred thousand) shares to become 5,117,500,000 (five billion one hundred seventeen million five hundred thousand) shares;
• To approve the reclassification of 4 (four) serial A shares, which constitute the result of the split of the nominal value of the shares to become 4
(four) serial B shares; under the condition that in the event the Company will carry out a reverse stock split in the future, 1 (one) Serial A share shall
be maintained, with due regard to the prevailing provisions; and
• To approve the amendment of Article 4 paragraphs 1 and 2 of the Articles of Association of the Company in relation to the split of the nominal
value of the said shares.
In relation to the foregoing matters and so that it will be easier to read, the Articles of Association of the Company will be restated so as the entire Articles of
Association of the Company shall be read as follows:
NAME AND DOMICILE
Article 1
This limited liability company is named: “PT. Indonesian Satellite Corporation Tbk” abbreviated to “PT Indosat Tbk”, domiciled and having its head office in
Jakarta, with branches, representative offices or business units in other places within or outside the territory of the Republic of Indonesia, as determined by the
Board of Directors with the approval of the Board of Commissioners.
DURATION OF THE COMPANY
Article 2
The Company shall be established for indefinite period of time under the condition that the Law on Foreign Capital Investment (Law
Number 1 of 1967, as amended, by Law Number 11 of 1970) shall be applicable to the Company for a period of time that conforms to the provisions of the
prevailing law.
PURPOSE, OBJECTIVE AND BUSINESS ACTIVITIES
Article 3
1. The purpose and objective of the Company is to provide telecommunications network and/or services as well as to engage in the informatics business.
2. In order to achieve the purposes and objectives as referred to in paragraph 1, the Company may carry out the activities including:
a. To engage business and/or activities in the provision and rendering telecommunications network and/or services as well as the informatics business;
b. To engage in planning services, infrastructure construction, provision of telecommunication as well as the informatics business facilities including
the provision of supporting resources;
c. To engage in operational services (comprising the marketing and sales of telecommunications network and/or services as well as the informatics
business rendered by the Company), to carry out maintenance, research, development of telecommunications as well as the informatics business
infrastructure and/or facilities, to provide education and training, either locally or overseas;
d. To engage in services that is relevant to the development of the telecommunications network and/or services as well as the informatics business.
CAPITAL
Article 4
1. The total Authorized capital of the Company is Rp. 2,000,000,000,000.00 (two trillion rupiah) divided into 20,000,000,000 (twenty billion) shares,
consisting of 1 (one) series A share and 19,999,999,999 (nineteen billion nine hundred ninety nine million nine hundred ninety nine thousand nine hundred
ninety nine) series B shares, each having a nominal value of Rp. 100,00 (one hundred rupiah).
2. Out of the above authorized capital, 5,177,500,000 (five billion one hundred seventy seven million five hundred thousand) shares consisting of 1 (one)
series A share and 5,177,499,999 (five billion one hundred seventy seven million four hundred ninety nine thousand nine hundred ninety nine) series B
shares, having a total nominal value of Rp. 517,750,000,000.00 (five hundred and seventeen billion seven hundred and fifty million rupiah) have been
subscribed and fully paid in cash by:
a. The State of the Republic of Indonesia, 1 (one) Series A share and 776,624,999 (seven hundred seventy six million six
hundred twenty four thousand nine hundred ninety nine) Series B shares or a total nominal value of Rp.
77,662,499,900.00 (seventy seven billion six hundred sixty two million four hundred ninety nine thousand nine
hundred rupiah) Rp. 77,662,499,900,00
b. Indonesia Communications Limited, 2,171,250,000 (two billion one hundred seventy one million two hundred fifty
thousand) series B shares or a total nominal value of Rp. 217,125,000,000.00 (two hundred seventeen billion one
hundred twenty five million rupiah) Rp. 217,125,000,000,00
c. The Public, 2,229,625,000 (two billion two hundred twenty nine million six hundred twenty five) series B shares or a
total nominal value of Rp. 222,962,500,000.00 (two hundred twenty two billion nine hundred sixty two million five
hundred thousand rupiah) Rp. 222,962,500,000,00
3. If the shares in portfolio are to be issued by way of limited public offering to the shareholders and/or the Company shall issue convertible bonds and/or
warrants and/or other similar convertible securities, the shareholders whose names are listed in the Company’s Share Register on the date specified by the
Board of Directors by virtue of the General Shareholders Meeting shall have pre-emptive rights to purchase such shares and/or convertible bonds and/or
warrants and/or similar securities to be issued and each shareholder shall be entitled to purchase in proportion to the number of shares that they own by
means of cash payment within the time period stipulated in the above referred resolution of the Board of Directors.
The shareholders’ pre-emptive right of purchase may be sold and assigned to other parties, with due observance to the provisions of the Articles of
Association and the prevailing legislations in the Capital Market sector.
The issuance of shares by means of a limited public offering and/or convertible bonds and/or warrants and/or similar securities must obtain the prior
approval of the General Shareholders Meeting of the Company, under the requirements and time period determined by the Meeting of the Board of
Directors in accordance with the provisions of these Articles of Association and the legislations in the Capital Market sector and the regulation of the
Stock Exchange in Indonesia where the shares of the Company are listed, providing that it is not below the par value.
With respect to the resolution to issue the shares and/or convertible bonds and/or warrants and/or similar securities by means of a limited public offering,
the Board of Directors shall be obligated to announce it in 2 (two) daily newspapers, 1 (one) of which shall be published in the Indonesian language and
having a nationwide circulation, and the other shall be published in the English language.
In the event that the shareholders fail to execute their rights to purchase the shares and/or convertible bonds and/or warrants and/or similar securities
offered to them in cash within the time period stipulated in the above provisions, the Board of Directors shall then possess the freedom to offer the shares
and/or convertible bonds and/or warrants and/or other similar securities to the other shareholders who have applied for the purchase of a larger portion than
the number of their shares, and in the event that there are shares and/or convertible bonds and/or warrants and/or similar securities that remained to be
un-purchased subsequent to the said allocation, the Board of Directors may sell them to any party at a price and under the requirements to be determined
by the Board of Directors, which shall not be below the price and requirements set forth earlier, all with due observance to the provisions of these Articles
of Association and the legislations in the Capital Market sector and the regulation of the Stock Exchange in Indonesia where the shares of the Company are
listed.
4. With respect of the issuance of the shares in portfolio to the holders of convertible bonds and/or warrants and/or other similar securities, the Board of
Directors shall be authorized to issue such shares without granting any pre-emptive right to the existing
shareholders to purchase the shares concerned, all with due observance to the provisions set forth under these Articles of Association and the legislations
in the Capital Market sector, as well as the regulation of the Stock Exchange where the shares of the Company are listed.
5. The provisions set forth under paragraphs 3 and 4 of this Article shall apply mutatis mutandis in the event the authorized capital of the Company is
increased and is followed by further share subscription.
6. As an exception to the provisions of the above Article 4 paragraph 3, the Company shall with the approval of the General Shareholders Meeting have the
right to issue the shares in portfolio without conducting any limited public offering to the shareholders, under the condition that the holder of series A
share must be present, such proposal is approved by the holder of series A share resolution, approved by the holder of series A share and the issuance of
such shares shall be done in a certain number and during a certain period of time as stipulated under the provisions of the Indonesian Capital Market or
arranged with an exception that is deemed acceptable by the Company, and the shares can be sold by the Company to anyone whomsoever at
the price and requirements as determined by the Board of Directors, providing that the price is not below the par value.
7. The provisions set out under Article 4 paragraph 6 shall apply mutatis mutandis in the event the Company issues convertible bonds and/or warrants and/or
similar securities, providing that the issuance of the new shares resulted from the conversion of convertible bonds and/or warrants and/or similar securities
is done in a certain number and during a certain time period as stipulated under the provisions of Indonesian Capital Market or is arranged with an
exception that is deemed acceptable by the Company.
SHARE CERTIFICATES
Article 5
1. All the shares of the Company shall be registered shares and issued in the name of the owner as registered in the register of shareholders, comprising of
special series A share, which can only be owned by the Government of the Republic of Indonesia, and the series B shares, which may be owned by the
public.
2. 1 (one) share certificate may be issued for each share and such share certificates shall be given a serial number.
3. The Company may be issue collective share certificates as an evidence of ownership of 2 (two) or more shares and the shares owned by a shareholder shall
state the number of shares and the serial numbers of the corresponding shares.
4. A share certificate/collective certificate shall bear the signatures of the President Director and the President Commissioner or in the event the President
Commissioner is absent, the President Director together with one of the members of the Board of the Commissioners or in the event the President Director
and the President Commissioner are absent, one Director together with one of the members of the Board of Commissioners. The signatures may be printed
directly on the share certificates/collective certificates with due observance to the provisions prevailing in the Capital Market sector.
5. Every share holder shall comply with these Articles of Association and by all resolutions lawfully adopted in the General Shareholders Meeting.
6. With respect to the shares listed at the stock exchange, the regulation of the stock Exchange where the shares are listed shall apply.
7. The certificate/confirmation for the shares in Collective Custody as referred in Article 8 shall be signed by the President
Director and the President Commissioner, or in the event the President Commissioner is absent, the President Director together with one of the members of
the Board of Commissioners or in the event the President Director and the President Commissioner are absent, by one Director together with one of the
members of the Board of Commissioners. The said signatures may be printed directly on the certificate/confirmation with due observance of provisions
prevailing in the Capital Market sector.
REGISTER OF SHAREHOLDERS
Article 6
1. The Board of Directors or a proxy appointed by it shall have the obligation to maintain a register of shareholders, and the register shall record the serial
numbers of the share certificates, the number of the shares owned, the names and addresses of the shareholders and other information that is deemed
necessary.
2. Every change of address must be notified to the Board of Directors in writing.

Providing that such notification has not been received, all letters addressed to the shareholders or summons for a General Shareholders Meeting shall be
sent to the addresses most recently recorded in the register of shareholders of the Company.
3. Records in the register of shareholders must be signed by the President Director together with one of the members of the Board of Commissioners, or in
the absence of the President Director by one Director together with one member of the Board of Commissioners, or in the event the said Director or
member of the Board of Commissioners are absent, by a proxy or the Securities Administration Bureau appointed by them.
4. The Register of Shareholders shall be made available at the domicile of the Company to be inspected from time to time during business hours, if requested
by any shareholder.
5. Only those persons whose names are recorded in the register of shareholders of the Company shall be considered as the lawful shareholders of the
Company and are entitled to exercise all rights conferred to the shareholders under the law, other legislation as well as these Articles of Association.
6. The Registration of more than 1 (one) person for 1 (one) share is not permitted.
Therefore, in the event of any joint ownership over 1 (one) share, the joint owners shall appoint one among themselves to
represent them as the owner of the share and who shall be considered as the holder of the share, whose name shall be recorded as shareholders in the
register of shareholders and on the corresponding share certificate.
7. Any registration or recordation in the register of shareholders, including any recordation of sale, transfer, encumbrance, pledge, or assignment, pertaining
to the shares of the Company or the rights and interests in the shares shall be carried out in compliance to these Articles of Association and the shares that
are sold to the public shall not reduce the provisions set forth in these Articles of Association, and the regulations in the Capital Market sector as well the
regulations of the Stock Exchange where the shares of the Company are listed.
8. With respect to the shares that are listed on the Stock Exchange, the regulations of the Stock Exchange where the shares are listed shall apply.
SHARE CERTIFICATES SUBSTITUTES
Article 7
1. Upon a written request from the shareholder concerned, addressed to the Board of Directors of the Company and upon delivery of the share certificate
concerned, any share certificate that is damaged may be exchanged with a new share certificate bearing
the same number as the number of the original share certificate. The cost for the issuance of the said share certificate substitute shall be borne by the
shareholder concerned.
2. The damaged original share certificate shall be destroyed by the Board of Directors at the next General Shareholders Meeting, such proceeding of which
shall be recorded in a Minutes of Meeting.
3. In the event a share certificate is lost or completely destroyed, a substitute may be issued to the concerned shareholders, who have submitted a written
application to the Board of Directors to obtain its substitute, at their own expenses, providing that he is able to submit satisfactory evidences that are
deemed acceptable by the Board of Directors, that the share certificate is truly lost or totally destroyed and provides sufficient guarantee as may be deemed
necessary for each particular case by the Board of Directors.
4. The issuance of a substitute for a lost share certificate/collective certificate, must be immediately announced in an advertisement in at least 2 (two)
newspapers/dailies, one of which is published in the Indonesian language having a wide/national circulation and the other one is published in English, at
least 30 (thirty) days prior to the issuance of the substitute of the share certificate/
collective certificate, except for the shares listed in the Stock Exchange that shall be subject to the regulations of the Stock Exchange where the shares are
listed.
5. The issuance of a substitute for a share certificate pursuant to this Article shall render the original share certificate null and void.
6. The above provisions concerning the issuance of the share certificate substitute shall also be applicable mutatis mutandis in regard to the issuance of
substitutes for collective share certificates, convertible bonds, warrants and/or substitute of share certificates/ confirmation of shares in the collective
custody as referred in article 8.
COLLECTIVE CUSTODY
Article 8
1. Share in the Collective Custody at the Depository and Settlement Institution shall be recorded in the Register of Shareholders in the name of the
Depository and Settlement Institution for the interest of all account holders at the Depository and Settlement Institution.
2. Shares in the Collective Custody at the Custodian Bank or the Securities Company shall be recorded in the securities account at the Depository and
Settlement Institution in the name of the Custodian Bank or the Securities Company concerned for the interest of all the account holders at the Custodian
Bank or the Securities Company.
3. If the shares in the Collective Custody at the Custodian Bank constitutes a part of the Trust Fund Securities portfolio in the form of collective investment
contract and is not included in the Collective Custody with the Depository and Settlement Institution, the Company shall then record the shares in the
register of shareholders in the name of the Custodian Bank for the interest of the owner of the Participation Unit of the Trust Fund in the form of such
collective investment contract.
4. The Company shall issue certificate or confirmation to the Depository and Settlement Institution as referred in paragraph 1 of this Article as an proof of
recordation in the Company’s Register of Shareholders.
5. The Company shall be obligated to transfer the shares in the Collective Custody recorded in the name of the Depository and Settlement Institution of the
Custodian Bank for the Investment Fund in the form of the collective investment contract in the
Register of Shareholders so as it will be recorded in the name of the party designated by the Depository and Settlement or the Custodian Bank concerned.
The transfer application shall be submitted by the Depository and Settlement Institution or the Custodian Bank in writing to the Company or the Stock
Administration Bureau appointed by the Company.
6. The Depository and Settlement Institution, the Custodian Bank or the Securities Company, if requested by the shareholders concerned, shall be obligated
to issue a confirmation to the securities account holder as evidence of the recordation in the securities account.
7. In the Collective Custody, each share issued by the Company of the same type and classification shall be deemed as equal and exchangeable one to
another.
8. The Company shall be obligated to refuse to record the shares transfer into the Collective Custody in the event the share certificate is lost or destroyed,
unless the shareholders requesting such transfer is able to provide sufficient evidence and guarantee that they are the lawful owner of the lost or damaged
share certificate and that the share certificate is actually lost or destroyed.
9. The Company shall be obligated to refuse to register the transfer of share into the Collective Custody if the said share is given as securities and seized
pursuant to a court decree or is seized to be examined in a criminal case.
10. The securities account holders whose shares are registered in the Collective Custody shall be entitled to cast votes in General Shareholders Meeting, in
proportion to the number of shares they own in the securities account.
11. The Custodian Bank and the Securities Company shall submit a list of the securities account holders and the number of the Company’s shares owned by
each of the account holder to the Depository and Settlement Institution, who will subsequently deliver it to the Company no later than 1 (one) business day
before the date of the summon for a General Shareholders Meeting.
12. The Investment Manager shall be entitled to appear and cast votes in a General Shareholders Meeting with respect to the shares of the Company comprised
in the Collective Custody at the Custodian Bank, which constitutes a part of the Trust Fund Securities portfolio in the form of collective investment
contract and is not comprised in the Collective Custody at the Depository and Settlement Institution, under the condition that the Custodian Bank shall be
obligated to provide the name of the Investment Manager no later than 1 (one) business day before the date of the General Shareholders Meeting.
13. The Company shall be obligated to deliver the dividends, bonus shares or other rights relating to the ownership of shares in the Collective Custody to the
Depository and Settlement Institution, and the Depository and Settlement Institution shall subsequently deliver the dividends, share bonus or other rights to
the Custodian Bank and or the Securities Company who is registered as the account holder at the Depository and Settlement Institution to be subsequently
delivered to the account holder at the Custodian Bank and or the Securities Company
14. The Company shall be obligated to deliver the dividends, bonus share or other rights relating to the share ownership to the Custodian Bank over the shares
in the Collective Custody to the Custodian Bank, which constitutes a part of the Trust Fund Securities portfolio in the form of collective investment
contract and is not comprised in the Collective Custody in the Depository and Settlement Institution.
15. The time limit to determine the securities account holders who are entitled to receive dividends, bonus shares or other rights
relating to the ownership of shares in the Collective Custody shall be determined by or pursuant to the resolution of the General Shareholders Meeting,
providing that the Custodian Bank and the Securities Company submits a list of the securities account holders along with the number of shares of the
Company owned by each securities account holder to the Depository and Settlement Institution, a consolidation of such list of which shall subsequently be
delivered to the Board of Directors of the Company no later than one (1) business day after the date that is used as the basis to determine the shareholders
who are entitled to receive dividends, bonus shares or the other rights.
TRANSFER OF SHARES
Article 9
1. The registration of the transfer of rights over shares shall be carried out by the Board of Directors by recording such transfer in the corresponding register
of shareholders by virtue of a deed of transfer of rights signed by both parties to the transaction or based on other documents that the Board of Directors
deems sufficient to proof such transfer of rights, without prejudice to the provisions in these Article of Association.
The transfer of rights over shares shall be duly recorded in the register of shareholders and in the corresponding share certificate. The said recordation shall
be signed by 2 (two) members of the Board of Directors, or in the event the President Director is absent, by one Director together with one member of the
Board of Commissioners or a proxy or the Stock Administration Bureau appointed by them. The transfer of rights over the shares shall only become
effective after the registration of the said transfer is recorded in the corresponding register of shareholders.
2. In the event of any change of ownership over a share, the originating owner registered in the register of shareholders shall continue to be deemed as the
owner of the said shares until the name of the new owner is recorded in the register of shareholders.
3. Every person who obtained right over any share as a consequence of the death of a shareholder or due to any other reasons that rendered the ownership of a
share to change by operation of and/or by virtue of a law, may upon submitting evidences of such entitlement, as may from time to time be required by the
Board of Directors, submit a written application to be registered as a shareholder for the said shares.
Registration may only be made if the Board of Directors deems that the evidence of such entitlement is duly acceptable, without prejudice to the provisions
in these Articles of Association.
4. The regulation of the Stock Exchange where the shares are listed shall apply for the transfer of shares that are listed at the Stock Exchange, except for the
rights over series A share that cannot be transferred to anyone whomsoever.
5. The transfer of shares comprised in the Collective Custody shall be carried out by means of transfer from one securities account to another in the
Depository and Settlement Institution, the Custodian Bank and the Securities Company.
BOARD OF DIRECTORS
Article 10
1. This Company shall be managed and led by a Board of Directors, under the supervision of the Board of Commissioners.
2. The Board of Directors shall consist of at least 3 (three) members, one of whom shall be appointed as the President Director.
3. The members of the Board of Directors shall be appointed and dismissed by the General Shareholders Meeting, under the condition that 1 (one) of member
of the Board of Directors shall be appointed from a candidate nominated by the holder of the series A share.
4. No family relationship up to the second degree lineage, either vertically or horizontally, shall exist among the members of the Board of Directors and
between the members of the Board of Directors and the member of Board of Commissioners.
5. The members of the Board of Directors th

shall be appointed for a period commencing from the date of the General Shareholders Meeting that appointed
them and ending at the closing of the 5 (fifth) Annual General Shareholders Meeting subsequent to the date of their appointment, without prejudice to the
right of the General Shareholders Meeting to dismiss the members of the Board of Directors at any time before the end of their term of office in the event
the members of the Board of Directors are deemed unfit to perform their duty pursuant to these Articles of Association and/or a resolution of the General
Shareholders Meeting.
Such dismissal shall become effective as of the closing of said General Shareholders Meeting, unless determined otherwise by the General Shareholders
Meeting. Subsequent to the end of their term of office, the members of the Board of Directors may be reappointed by the General Shareholders Meeting.
6. In addition to the provisions in the above paragraph 5, the term of office of the member of the Board of Directors shall terminate automatically, in the
event the member of the Board of Directors:
a. is declared bankrupt or is placed under custody by virtue of a court ruling; or
b. is prohibited from becoming a member of the Board of Directors pursuant to the prevailing law or legislation; or
c. resigns by submitting a written notice; or
d. passes away.
7. The members of the Board of Directors shall be given a salary, incentives, insurances, remuneration as well as other facilities and allowances, including
retirement benefits, of which amount shall be determined by the General Shareholders Meeting, and such authorities may be delegated by the General
Shareholders Meeting to the Board of Commissioners.
8. In the event that due to any reason whatsoever, any membership position in the Board of Directors becomes vacant so as to cause the number of the
members of the Board of Directors to become less than the minimum required number of Directors, then a General Shareholders Meeting shall be
convened within 30 (thirty) days after the occurrence of the said vacancy to fill the said vacant position. So long as such vacancy persists and no substitute
has exist or assumed their position, another Director appointed by the Board of Commissioners shall perform the duty of said Director with the same
power and authority.
A person that is appointed by the General Shareholders Meeting to replace a member of the Board of Directors who was dismissed pursuant to paragraph 3
of this Article 10, or to fill a vacancy pursuant to paragraph 6 of this Article shall be appointed for the remaining term of office of the other members of
Board of Directors who are still in office.
9. In the event that due to any reason whatsoever the Company do not have any member on the Board of Directors, then the Board
of Commissioners shall temporarily be obligated to perform the duties of the Board of Directors, and shall be obligated to convene a General Shareholders
Meeting no later than 30 (thirty) days as of the occurrence of such vacancy to fill the vacancy.
10. In the event that all members of the Board of Directors are temporarily dismissed from their duties or if, due to any reason whatsoever, the Company do
not have any members of the Board of Directors, the Board of Commissioners shall temporarily manage the Company but only with the right to carry out
management actions relating to ongoing matters and activities, and shall be obligated to convene a General Shareholders Meeting within 30 (thirty) days as
of the said occurrence to appoint a new Board of Directors.
11. Members of the Board of Directors are prohibited from holding other positions that may incur generate any direct or indirect conflict of interest with the
Company that they are managing and/or constitutes a violation of the prevailing laws and regulations.
12. In the event a Director is holding another position that is not comprised under the provisions of paragraph 11 of this Article or to exempt the
provisions of paragraph 11 of this article, an approval of the Board of Commissioners followed by a report to the
General Shareholders Meeting is required, with the exception of a President Director that is holding another position, which shall require the approval of
the General Shareholders Meeting.
DUTIES AND AUTHORITIES OF THE BOARD OF DIRECTORS
Article 11
1. The main duties of the Board of Directors are:
a. To lead and manage the Company in accordance with the objectives of the Company and to continuously try to improve the efficiency and
effectiveness of the Company.
b. To control, maintain and manage the assets of the Company.
2. The Board of Directors shall represent the Company within and outside the Court of Justice and shall carry out all actions and deeds in relation to matters
pertaining to management and ownership and shall be authorized to bind the Company to other parties, such with the limitations as stipulated under
paragraph 3 herein below.
3. The Board of Directors must first obtain a written approval from the Board of Commissioners to:
a. purchase and/or sell the shares of other companies in the Capital Market, which exceeds a certain amount as determined by the Meeting of the Board
of Commissioners;
b. enter into a license agreement or cooperation, management and similar agreements with other enterprises or parties, for a period of more than 1
(one) year;
c. dispose or sell the fixed assets of the Company, which exceeds a certain amount as determined by the Meeting of the Board of Commissioners;
d. cease collecting and write off account receivables from the books as well as supplies that exceeds a certain amount as determined by the Meeting of
the Board of Commissioners;
e. bind the Company as guarantor (borg or avalist) with financial consequences that exceeds a certain amount as determined by the Meeting of the
Board of Commissioners;
f. accept or grant medium/long term loans and accept non-operational short term loans, exceeding a certain amount as stipulated in the Work Plan and
Budget of the Company, approved by the Meeting of the Board of Commissioners;
g. carry out capital participation or dispose the capital participation of the Company in other enterprises that is not carried out via the Capital Market;
h. establish a Subsidiary.
The Board of Commissioners shall be obligated to determine the limitation of the above value in the Meeting of the Board of Commissioners.
In granting a written approval for the actions as referred in paragraphs 3g and 3h of this Article, the Board of Commissioners shall observe the prevailing
regulations in the capital market sector, under the condition that an approval from the General Shareholders Meeting shall be required if the event the value
of the transaction to be entered into by the Company is deemed material to the Company, namely by meeting any of the two following requirements:
a. 10% (ten percents) of the Company’s revenue or such other amount in accordance with the Capital Market Regulation in force at the time the
transaction is carried out;
b. 20% (twenty percents) of the owners equity or such other amount in accordance with the Capital Market Regulation in force at the time the
transaction is carried out.
4. In addition to the matters referred in paragraph 3 of this Article, the General Shareholders Meeting may determine the limitations and or other
requirements.
5. The President Director shall be authorized to act on behalf of the Board of Directors. In the event the President Director is absent or unavailable due to any
reason whatsoever, such absence of which does not need to be proven to third parties, then the Vice President Director, or (if the Vice President Director is
absent or unavailable due to any reason whatsoever, such absence of which does not need to be proven to third parties), one of the Directors appointed by
the President Commissioner shall be authorized to act on behalf of the Board of Directors.
6. The Board of Directors shall be entitled to appoint one or more than one person as its representative or proxy, by granting him/her (them) the authority to
carry out certain actions as set forth in the power of attorney.
7. The distribution of duties or work among the members of the Board of Directors and the Organizational structure of the Company must first be approved
by the Board of Commissioners.
8. The Board of Directors in administrating and/or managing the Company shall implement the resolutions adopted by the General Shareholders Meeting and
the Board of Commissioners.
9. In the event of an occurrence where there is a conflict of interest between the Company and the interest of a member of the Board of Directors, with the
approval of the Board of Commissioners the Company shall then be represented by another member of the Board of Directors. If such conflict involves all
members of the Board of Directors, the Company shall then be represented by the Board of Commissioners or a member of the Board of Commissioners
designated by the Board of Commissioners. In the event no members of the Board of Commissioners are available, the General Shareholders Meeting shall
appoint one or more than one person to represent the Company in carrying out the duties referred in this paragraph.
10. No later than 60 (sixty) days prior to the commencement of the new fiscal year, the Board of Directors shall be obligated to submit the Company’s Work
Plan and Budget to the Board of Commissioners.
MEETINGS OF THE BOARD OF DIRECTORS
Article 12
1. The Board of Directors shall convene a meeting any time it is deemed necessary by the President Director or the Vice President Director or based on the
proposal of at least more than 1/3 (one third) of the total members of the Board of Directors by stating the matters to be discussed. The Meeting of the
Board of Directors shall be convened at the domicile of the Company or at the Company’s principal place of business or at any places as determined by the
Board of Directors. The summon for the meeting of the Board of Directors shall be served at least 7 (seven) days prior to the date of the meeting, in the
event that all members of the Board of Directors are present, such prior notice shall not be required and the meeting shall be entitled to adopt valid and
binding resolutions.
Without prejudice to the above provision, the meeting of the Board of Directors may also be convened via telephone conference or similar communication
system where the participating members of the Board of Directors can communicate to each other and such participation will be deemed as a direct
presence in the meeting.
Any discussion carried out and resolutions adopted in the meeting of the Board of Directors via telephone conference or similar communication system
shall be set forth in a minutes of meeting that will be circulated to the members of the Board of Directors who participated in the said meeting to be
reviewed and ratified.
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2. A meeting of the Board of Directors shall be deemed valid and entitled to adopt binding resolutions if attended by at least more than /2 (one half) of the
total members of the Board of Directors.
3. All meetings of the Board of Directors shall be chaired by the President Director, (in the event of his/her absence or unavailability) by the Vice President
Director and (in the event the Vice President Director is absent or unavailable) by one of the Directors present.
4. All resolutions of the meeting of the Board of Directors shall be adopted by means of deliberation to reach a consensus. Failing this, the resolutions shall
be adopted based on a majority of the vote and in the event there is an equal number of the approving votes and the disapproving vote, the President
Director shall determine it.
Each member of the Board of Directors shall be entitled to cast one vote for him/herself and one additional vote for another member of the Board of
Directors he/she is representing.
5. Minutes shall be drawn up for all matters discussed and resolved in the meeting of the Board of Directors, which shall be signed by the Chairperson of the
meeting and by one of the members of the Board of Directors appointed by and amongst those who are present.
6. A member of the Board of Directors may be represented at a meeting only by another member of the Board of Directors by virtue of a written power of
attorney explicitly granted for such purpose.
7. Binding resolutions may also be adopted in lieu of a meeting of the Board of Directors providing that the resolution is approved in writing and signed by
all members of the Board of Directors.
CONFLICT OF INTEREST
Article 13
1. A transaction that involves a conflict of interest, namely involving a difference of interest between the economic interest of the Company and the personal
economic interest of a member of the Board of Directors, a member of the Board of Commissioners or the principal shareholder, either severally or jointly,
and the transaction concerned is not exempted pursuant to the prevailing
regulations in the Capital Market sector, may be entered into by the Company in the event an approval is obtained from the independent
shareholders in the General Shareholders Meeting especially convened for such purpose.
2. A General Shareholders Meeting to convene matters that involves a conflict of interest shall be convened under the following provisions:
a. The said General Shareholders Meeting shall be attended by the independent shareholders representing more than 1/2 (one half) of the total number
of shares having lawful voting rights owned by the independent shareholders and the resolution shall be adopted based on the approving votes of the
independent shareholders representing more than 1/2 (one half) of the total number of shares having valid voting rights owned by the independent
shareholders.
b. In the event the quorum as referred in point a of this Article is not achieved, a second General Shareholders Meeting may adopt resolutions
providing that the meeting is attended by independent shareholders representing more than 1/2 (one half) of the total number of shares having valid
voting rights owned by the independent shareholders and the resolution shall be
1
adopted based on the approving votes of the independent shareholders representing more than /2 (one half) of the total number of shares owned by
the independent shareholders present; and
c. In the event the quorum as referred in point b of this Article is not achieved, at the request of the Company, the quorum, the number of votes to
adopt a resolution, notice and the time to convene the General Shareholders Meeting shall then be determined by the Chairman of the Capital
Market Supervisory Board.
THE BOARD OF COMMISSIONERS
Article 14
1. The Board of Commissioners shall consist of at least 3 (three) members, one of whom shall hold the position as a President Commissioner.
2. The members of the Board of Commissioners shall be appointed and dismissed by the General Shareholders Meeting, under the condition that 1 (one) of
member of the Board of Commissioners shall be appointed from a candidate nominated by the holder of the series A share.
3. The members of the Board of Commissioners shall be given a salary, incentives, insurances, remuneration as well as other
facilities and allowances, including retirement benefits, of which amount shall be determined by the General Shareholders Meeting.
4. No family relationship up to the second degree lineage, either vertically or horizontally, shall exist among the members of the Board of Commissioners
and between the members of the Board of Commissioners and the members of the Board of Directors.
5. Members of the Board of Commissioners are prohibited from holding another position in a private enterprise that may incur generate any direct or indirect
conflict of interest with the Company, unless it is done by virtue of a permit from the General Shareholders Meeting.
6. The members of the Board of Commissioners shall th

be appointed for a period commencing from the date of the General Shareholders Meeting that
appointed them and ending at the closing of the 4 (fourth) Annual General Shareholders Meeting subsequent to the date of their appointment, without
prejudice to the right of the General Shareholders Meeting to dismiss the members of the Board of Commissioners at any time before the end of their term
of office in the event the members of the Board of Commissioners are deemed unfit to perform their duty pursuant to these Articles of Association and/or a
resolution of the General Shareholders Meeting.
Such dismissal shall become effective as of the closing of said General Shareholders Meeting, unless determined otherwise by the General Shareholders
Meeting. Subsequent to the end of their term of office, the members of the Board of Commissioners may be reappointed by the General Shareholders
Meeting.
6. The allocation of duties among members of the Board of Commissioners shall be agreed among themselves.
DUTIES AND AUTHORITIES OF THE BOARD OF COMMISSIONERS
Article 15
1. The following are the duties of the Board of Commissioners:
a. To supervise the management of the Company including the development plan of the Company, realization of the Work Plan and the Budget of the
Company, the provisions of the Articles of Association and the resolutions of the General Shareholders Meeting.
b. To perform the duties, authority, and responsibility in accordance with the provisions in the Articles of Association of the Company, the resolutions
of the General Shareholders Meeting and the prevailing statutory regulations.
c. In carrying out supervision, the Board of Commissioners shall represent the interests of the shareholders.
d. In carrying out supervision, the Board of Commissioners shall be responsible to the General Shareholders Meeting.
2. The members of the Board of Commissioners shall, collectively or individually, at any time have access to the buildings and premises of or other places
used or controlled by the Company and have the right to examine books, evidence letters, supply of goods, to examine and check the cash position (for
verification purposes) and other securities, and to know all actions taken by the Board of directors.
3. The Board of Commissioners shall be entitled, for the account of the Company, to request assistance from experts for carrying out the
examination, and/or assign the Secretary of the Board to perform the administrative work.
4. The Board of Directors shall give information on all matters requested by the members of the Board of Commissioners or their assisting experts.
5. The Board of Commissioners, by simple majority vote, shall at any time be entitled to suspend one or more members of the Board of Directors, if he (they)
act in contravention of these Articles of Association or neglect his (their) obligations or for other
urgent reasons to the Company. Such suspension must be notified to the person concerned stating the reasons for such action. Within 30 (thirty) days after
the suspension, the Board of Commissioners shall convene an Extraordinary General Shareholders Meeting, which shall decide whether the suspended
Director must be dismissed or reinstated in his position, whereas the suspended members of the Board of Directors must be given opportunity to attend the
meeting and defend himself. The Meeting shall be chaired by the President Commissioner and if he is not present at the meeting or unable to attend, of
which impediment no evidence to third parties shall be required, the Meeting will be chaired by one of the members of the Board of Commissioners
present at the Meeting.
6. In the event an Extraordinary General Shareholders Meeting not convened within 30 (thirty) days after the suspension, such suspension shall automatically
become void by operation of law.
Article 16
In connection with the tasks of the Board of Commissioners mentioned in article 15 of these Articles of Association, the Board of Commissioners shall be
obliged :
1. To give its opinion and suggestions to the General Shareholders Meeting on the annual financial report and other important matters.
2. To approve the Company’s Work Plan and Budget within at the latest 30 (thirty) days prior to the commencement of the Company’s Financial Year. In
case the Company’s Work Plan and Budget are not approved within the above period, the Company’s Work Plan and Budget of the previous year shall
apply.
3. To follow the development of the Company’s activities and in the event the Company shows a tendency of decline, to report immediately the matter to the
General Shareholders Meeting together with suggestions of corrective steps to be taken.
4. To give its opinion and suggestions to the General Shareholders Meeting on all other matters deemed significant for the management of the Company.
5. To propose the appointment of an Accountant to perform the examination of the financial situation of the Company, to be reported to the General
Shareholders Meeting.
6. To perform other supervisory tasks as determined by the General Shareholders Meeting.
Article 17
1. The Board of Commissioners shall meet at least once every 3 (three) months, at which meeting of the Board of Commissioners may invite the Board of
Directors. The meeting of the Board of Commissioners shall be convene at the Company’s domicile or at other place of business of the Company or at any
place as determined by the Board of Commissioners.
With due observance to the above provision, a Board of Commissioners’ meeting may also be held through telephone conference or similar
communication system where participating members of the Board of Commissioners can communicate to each other and the participation in such meeting
will be deemed as a direct presence at the meeting.
Any discussion and resolution in a meeting of the Board of Commissioners using telephone conference or similar telecommunication system must be set
out in a minutes of meeting which will be circulated to the participating members of the Board of Commissioners for review and ratification by the
Chairman and by one of the participating members of the Board of commissioners that appointed.
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2. The Board of Commissioners may also convene a meeting at any time deemed necessary by the President Commissioner or at the proposal of at least /3
(one-third) of the total members of the Board of Commissioners, at which meeting the Board of Directors may also be invited. Invitations for the Board of
Commissioners and the Board of Directors shall be served at least 14 (fourteen) days prior to the meeting. If all members of the Board of Commissioners
are present such prior notice shall not be required.
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3. The Meeting of the Board of Commissioners shall be valid and entitled to adopt binding resolutions, if attended by at least more than /2 (one-half) of the
total members of the Board of Commissioners.
4. All meetings of the Board of Commissioners shall be chaired by the President Commissioner and in his absence or disability, by another member of the
Board of Commissioner appointed by and from amongst those present.
5. All resolutions at the meeting of the Board of Commissioners shall be adopted by deliberation for a consensus. If by deliberation no consensus is reached,
the resolution of the meeting of the Board of Commissioners shall be adopted by simple majority vote, and in the event of a tie vote, the proposal shall be
considered as rejected, except when it concerns an individual the decision may
be made by the President Commissioner. Each member of the Board of Commissioners shall be entitled to cast one vote for himself and one additional
vote for each member of the Board of Commissioners he presents.
6. Of all matters discussed and resolved at a meeting of the Board of Commissioners , minutes shall be drawn up and signed by the Chairperson of
the meeting and by one of the members of the Board of Commissioners appointed from amongst those present.
7. A member of the Board of Commissioners may be represented at a meeting only by another member of the Board of Commissioners by virtue of a written
power of attorney specifically granted for such purpose.
Binding resolutions may also be adopted without convening a meeting of the Board of Commissioners, provided that the decision is approved in writing
and signed by all members of the Board of Commissioners.
FINANCIAL YEAR AND ACCOUNTS.
Article 18
1. The financial year of the Company is a calendar year and each year at the end of December the books of the Company shall be closed.
2. After the lapse of a period of 90 (ninety) days as from the closing of the books, the Board of Directors shall submit to the Board of Commissioners, an
annual report consisting of a balance sheet and profit and loss statement of the financial year concerned audited by a Public Accountant.
3. The Board of Commissioners shall peruse and appraise the report as mentioned in paragraph 2, for which purpose it may request the assistance of an
expert for the account of the Company, and to whom the Board of Directors is obliged to give any information required.
4. The Board of Commissioners shall report on the perusal and appraisal of the report mentioned in paragraph 2 to the General Shareholders Meeting
with due observance of the examination report from the accountant designated by the General Shareholders Meeting.
5. The General Shareholders Meeting shall decide on the acceptance of the balance sheet and the profit and loss statement and other reports examined by the
Accountant designated by the General Shareholders Meeting.
6. As from the date of the notice for the General Shareholders Meeting up to the date of closing of the meeting, the balance sheet and profit and loss
statement and the related annual report must be made available at the offices of the Company for inspection by the shareholders.
7. Approval of the balance sheet and the profit and loss statement by the Annual General Shareholders Meeting shall mean the granting of full discharge and
acquittal (acquit et de charge) to the Board of Commissioners and the Board of Directors from their responsibilities for their actions in respective fields
within the financial year concerned, to the extent that actions are proved in the books of the Company.
GENERAL SHAREHOLDERS MEETING
Article 19
1. In the Articles of Association, “General Shareholders Meeting” shall mean both an “Annual General Shareholders Meeting” and an “Extraordinary
General Shareholders Meeting” unless the context expressly requires otherwise.
2. A General Shareholders Meeting shall convened at the location of the Company’s domicile or the location of the Stock Exchange’s domicile where the
shares of the Company are listed, provided it is within the territory of the Republic of Indonesia, without prejudice prevailing provisions in these Articles
of Association.
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3. A General Shareholders Meeting shall be lawful if attended by the Shareholders and/or their lawful proxies, representing more than /2 (one-half) of the
total issued shares of the Company having valid voting right, without prejudice to other provisions in these Articles of Association. If the quorum for the
first General Shareholders Meeting is not reached, a second General Shareholders Meeting may be convened at the earliest 10 (ten) days and at the latest
21 (twenty-one) days from the first General Shareholders Meeting.
1
The second General Shareholders Meeting shall be lawful and entitled to adopt resolutions if attended by shareholders representing at least /3 (one-third)
of the total issued shares of the Company having valid voting right. If quorum is not reached at the second General Shareholders Meeting, the Board of
Directors on behalf of the Company may submit an application to the District Court to determine the quorum.
ANNUAL GENERAL SHAREHOLDERS MEETING
Article 20
1. The Annual General Shareholders Meeting shall meet once a year at the latest in the month of June, at which meeting the Board of Directors shall :
a. Report on the affairs and management of the Company and the financial administration during the course of the past financial year;
b. Submit the balance sheet and profit and loss statement audited by a Public Accountant designated by the General Shareholders Meeting
covering the past financial year for approval and ratification of the General Shareholders Meeting;
c. Submit the plan for the appropriation of the profit and the amount of dividend to be paid;
d. Submit a request for the appointment of an Accountant proposed by the Board of Commissioners for the examination of the books for the financial
year under review;
e. Submit other matters for the interest of the Company in accordance with these Articles of Association.
2. All the materials/documents mentioned in paragraph 1 of this article must be made available at the office of the Company for inspection by the
shareholders at the latest 21 (twenty-one) days prior to the Annual General Shareholders Meeting.
3. Proposal submitted by one or more shareholders representing at least 25 (twenty-five) percent of all the subscribed shares of the Company may also
be included in the agenda of the Annual General Shareholders Meeting, provided that those proposals must have been received by the Board of
Directors at least 14 (fourteen) days prior to the Annual General Shareholders Meeting.
EXTRAORDINARY GENERAL SHAREHOLDERS MEETING
Article 21
1. An Extraordinary General Shareholders Meeting shall be convened1 whenever it is deemed necessary by the Board of Directors and/or the Board of
Commissioners, or if one or more shareholders representing at least /10 (one-tenth) of the total issued shares of the Company having valid voting right,
request in writing, by notifying the matters/proposals to be discussed, provided that the matters/proposals must be directly related to the business of the
Company.
2. The request mentioned in paragraph 1 shall be submitted to the Board of Directors or the Board of Commissioners by registered letter, stating the reasons
thereof.
3. With respect to the request mentioned in paragraph 1 above, the Board of Directors shall announce the request to convene an Extraordinary General
Shareholders Meeting to the shareholders of the Company and such announcement shall be made by placement of advertisements in at least 2 (two)
newspapers/dailies, one of which in the Indonesian language with wide/national circulation and the other in English, within at the latest 14 (fourteen) days
after receipt of the request, provided that the announcement shall be made within at least 28 (twenty-eight) days prior to the Meeting, and further to send
notices to the shareholders of the Company by placement of advertisements in at least 2 (two) newspapers/dailies, on of which in the Indonesian language
with wide/national circulation and the other in English, within at least 14 (fourteen) days prior to the Meeting.
4. If the Board of Directors fails to make the announcement and notice as stated in paragraph 2 of this article, the Board of Commissioners or the
shareholders concerned may make the announcement by themselves at the latest 35 (thirty-five) days as from the dispatch of such request, provided that
the announcement shall be served within at least 28 (twenty-eight) days prior to the Meeting, and further shall make notice to the shareholders of the
Company by placement of advertisement in at least 2 (two)
newspapers/dailies, one of which in the Indonesia language with wide/national circulation and the other in English, within at least 14 (fourteen) days prior
to the Meeting, with due observance of the provisions in these Articles of Association.
A Meeting convened in such a manner may appoint a person from amongst those present as chairperson, who will be entitled and authorized to adopt
binding resolutions, if the matters/proposals submitted are considered urgent by those present, without prejudice to the provisions in article 25 or the
provisions in article 28 of these Articles of Association.
NOTICES FOR A GENERAL SHAREHOLDERS MEETING
Article 22
1. a. At least 14 (fourteen) calendar days before the notice for a General Shareholders Meeting, the Board of Directors shall announce to the shareholders
by placement of advertisements in at least 2 (two) newspapers/dailies, one of which is publish in the Indonesian language with wide/national
circulation, and the other in English, that a General Shareholders Meeting will be held.
b. This announcement shall not be required for a second and further General Meeting’s of Shareholders convened to comply with the regulations of the
Capital Market Supervisory Board or the Stock Exchange where the shares are listed, or if deemed necessary by the Board of Directors of the
Company, provided that to convene the first meeting notices were made pursuant to paragraph 1.a of this article 22, and the agenda of the meeting
discussed is the same as the agenda of the first meeting; this provision shall be applicable without prejudice to other provisions in these Article of
Association.
2. Notice to the Shareholders of the Company for a General Shareholders Meeting shall be made by placement of advertisements in at least 2 (two)
newspapers/ dailies, one of which in the Indonesian language with wide/national circulation and the other in English, as provided for by the Board
of Directors. Notices for a General Shareholders Meeting shall be made:
• At least 14 (fourteen) calendar days before the date of the Extraordinary General Shareholders Meeting, excluding the date of the notice and the date
of the meeting, and;
• At least 21 (twenty-one) calendar days prior to the Annual General Shareholders Meeting, excluding the date of the notice and the date of the
meeting
Whenever according to the Board of Directors of the Company there is an urgent situation, notice shall be made at least 7 (seven) calendar days prior to
the Extraordinary General Shareholders Meeting, excluding the date of the notice and the date of the Meeting.
3. Notices for a second or further Annual General Shareholders Meeting or Extraordinary General Shareholders Meeting, convened due to failure to reach a
quorum, shall be made by placement of an advertisement in at least 2 (two) newspapers/dailies, one of which in the Indonesian language with
wide/national circulation, and the other in English, as may be determined by the Board of Directors, at least 7 (seven) calendar days before the date of the
second General Shareholders Meeting or such further Meetings, excluding the date of the notice and the date of the Meeting.
4. The notice shall state the place, day, date and time of the Meeting, and in brief the matters to be discussed.
5. If all shareholders are present and/or represented at a General Shareholders Meeting, such prior notice shall not be required and the Meeting may be
convened anywhere within the territory of the Republic of Indonesia and shall be entitled to adopt binding resolutions.
PROCEDURE OF THE GENERAL SHAREHOLDERS MEETING
Article 23
1. Without prejudice to other provisions in these Articles of Association, General Shareholders Meeting shall be chaired by the President Commissioners or
in his absence or disability, of which impediment no evidence to third parties shall be required, by one of the members of the Board of Commissioners are
absent or hindered, of which impediment no evidence to third parties shall be required, by the President Director or by one of the other members of the
Board of Directors present at the Meeting, and in the event all members of the Board of Directors and the Board of Commissioners are absent or hindered,
the Meeting shall be presided over by a person elected from amongst and by those present.
2. Of any and all matters discussed and resolved at the General Shareholders Meeting, Minutes shall be drawn up by a Notary.
3. Minutes drawn up pursuant to the provisions in paragraph 2 of this article shall serve as lawful evidence for all shareholders and third parties.
RESOLUTIONS AND VOTING RIGHTS AT THE
GENERAL SHAREHOLDERS MEETING
Article 24
1. Unless otherwise provided in these Articles of Association, resolutions of the General Shareholders Meeting shall be binding if approved by affirmative
votes of the shareholders and/or their duly authorized proxies adopted by a simple majority vote of the total votes present and/or represented. In a tie vote,
the proposal concerned shall be considered rejected, except when it concerns individuals, which will be decided by lot.
2. Unless otherwise determined by the meeting, voting concerning individuals shall be by folded unsigned ballots and concerning other matters shall be done
orally.
3. Each share shall grant to its holder the right to cast 1 (one) vote.
4. A shareholder may be represented at a General Shareholders Meeting by another person by virtue of a power of attorney, provided that members of the
Board of Directors, members of the Board of commissioners and employees of the Company are
not permitted to act as proxies at a General Shareholders Meeting and during voting at a General Shareholders Meeting. The votes cast by them as proxies
shall be considered null and void.
5. Blank votes and void votes shall be considered not cast and accordingly shall be considered non-existent.
MERGING, CONSOLIDATION AND
ACQUISITION
Article 25
1. a. With due observance of the provisions of prevailing laws and regulations then mergers, consolidations and acquisitions may only be carried out by
virtue of the resolution of the General Shareholders Meeting attended by holders of Series A share and the other shareholders or their lawful proxies
who jointly represent at least 3/4 (three-fourths) of the total number of shares with valid voting rights and the resolutions shall be approved by
holders of the Series A share and the other shareholders who jointly represent at least 3/4 (three-fourths) of the total number of votes cast at the
meeting. The Acquisition as mentioned in paragraph 1.a of this article 25 of the Articles of Association of the Company is as defined in Law No. 1
of 1995 regarding Limited Liability Companies and it’s amendments and implementing regulations thereto and the amount of such acquisition is a
material amount as mentioned in the Capital Market Regulations.
b. In the event the quorum as mentioned in paragraph 1a above is unable to be reached, a Second General Shareholders Meeting may be held. The
Second General Shareholders Meeting shall be lawful and entitled to adopt binding resolutions if the meeting is attended by the holder of the Series
A share and the other shareholders or their lawful proxies who jointly represent at least 2/3 (two-thirds) of the total number of shares with valid
voting rights and the resolution is approved by the holder of the Series A share and the other shareholders who jointly represent more than 1/2 (one
half) of the number of lawful votes cast at the General Shareholders Meeting.
c. In the event the quorum as referred in paragraph 1b above is unable to be reached, then at the request of the Company, the quorum, number of votes
to adopt a resolution, notice and time to convene the General Shareholders Meeting shall be determined by the Chairman of the Capital Market
Supervisory Board, provided that in order so that the resolution
becomes lawful the General Shareholders Meeting must be attended and approved by the holders of the series A share or their proxy.
2. The Board of Directors shall be obligated to publish in two (2) daily newspapers, one of which in the Indonesian language with wide/national circulation
and the other one in the English language as provided by the Board of Directors, concerning the plan of merging, consolidation and acquisition of the
Company at the latest 14 (fourteen) days before the notice for the General Shareholders Meeting.
APPROPRIATION OF PROFITS
Article 26
1. The profit as determined by the General Shareholders Meeting, after deduction of the corporate tax, shall be used as a reserve fund, dividend and for other
purposes, the percentage of which shall be determined annually by the General Shareholders Meeting.
2. If the profit and loss statement in a certain financial year show a loss, the loss shall remain recorded in the books of the Company and for the subsequent
years the Company shall be considered as not making any profit, as long as the loss recorded has not yet been fully covered, such without prejudice to the
prevailing regulations.
3. Dividends left unclaimed within five years after being available for payment, shall no longer be paid out and shall be entered into the reserve fund of the
Company.
4. Interim dividends may be distributed if the financial condition of the Company so permits based on a resolution of a Meeting of the Board of Directors and
the Board of Commissioners, provided that they will be set off against the dividends to be approved by the next Annual General Shareholders Meeting.
5. Notices concerning dividends and interim dividends shall be announced in at least 2 (two) newspapers/dailies, one of which published in the Indonesian
language with wide/national circulation and the other in English, and also announced on the Stock Exchange where the shares are listed.
6. With respect to the shares listed on the Stock Exchange, the regulations at the place where the shares are listed shall apply.
RESERVE FUND
Article 27
1. An existing reserve fund that may be used to cover any future losses, the amount of which shall be determined by the General Shareholders Meeting.
2. The reserve fund may be used for capital outlays or for other purposes as decided by the General Shareholders Meeting, but only for in the interest of the
Company.
3. Subject to the resolutions of the General Shareholders Meeting, the Board of Directors shall administer the reserve fund and endeavor that such reserve
fund shall be profit-bearing. Any interest and other profits earned from such reserve fund shall be entered in the profit and loss statement.
AMENDMENT TO THE ARTICLES OF ASSOCIATION
Article 28
1. Amendments to the provisions in these Articles of Association may only be adopted by a resolution of an Extraordinary General Shareholders Meeting
convened especially for that purpose and the Extraordinary General Shareholders Meeting must be attended by the shareholders and/or their duly
authorized representatives jointly representing at least 2/3 (two-thirds) of the total issued shares of the Company having valid voting right, and the
resolution of the Extraordinary General Shareholders Meeting
2
must be approved by the shareholders and/or their duly authorized representative jointly representing at least /3 (two-thirds) of the total votes cast,
provided that in the event of any amendment to the provisions regarding the rights of the Series A share as stipulated in these Articles of Association, the
objective and purposes of the Company, increase of capital without pre-emptive rights over shares, Merger, Consolidation and Acquisition, and
Dissolution and Liquidation of the Company, the Extraordinary General Shareholders Meeting as referred in this paragraph 1 of Article 28 of this Articles
of Association is valid only if attended by and the resolutions of which approved by the holder of Series A share.
2. With respect to the reduction of the authorized capital or the subscribed capital, the Board of Directors shall be obligated to announce the said matter in the
State Gazette of the Republic of Indonesia and at least in 2 (two) newspapers/dailies, one of which in the Indonesian language with wide/national
circulation and the other in English, as determined by the Board of Directors for the interest of the creditors.
3. Without prejudice to the quorum and the approval of the holder of Series A share as stipulated in the Article 28 paragraph 1 of these Articles of
Association, in the event the quorum mentioned in paragraph 1 is not reached, a second General Shareholders Meeting may be convened for the same
purposes on terms as provided in paragraph 3 article 22 of these articles of association, and the resolution 2
in the second Extraordinary General
Shareholders Meeting shall be valid if the meeting is attended by the shareholders jointly representing at least / 3 (two-thirds) of the total issued shares of
the Company having valid voting right, and approved by the shareholders jointly representing a majority of such total votes.
4. Without prejudice to the quorum and the approval of the holder of Series A share as stipulated in the Article 28 paragraph 1 of these Articles of
Association, in the event the quorum as mentioned in paragraph 3 above is not reached, then at the request of the company, the quorum, total votes
to adopt a resolution, notice and time to convene a General Shareholders Meeting shall be determined by the Chairman of the Capital Market
Supervisory Board.
5. Matters that have been stated in the above must be carried out with the approval of the competent authorities, if required.
DISSOLUTION AND LIQUIDATION
Article 29
1. With the observance of the provisions of the prevailing statutory regulations, dissolution may only be carried out based on a resolution of the General 3
Shareholders Meeting attended by the holder of the Series A share and the other shareholders or their lawful proxy who jointly represent at least /4
(three-fourths) of the total number of shares with valid voting right and the resolution shall be approved by the holder of the Series A share and the other
shareholders who jointly represent at least 3/4 (three-fourths) of the total votes cast at the Meeting.
2. If the Company is dissolved, both due to the expiration of its term or is dissolved based on a resolution of the General Shareholders Meeting or declared
dissolved based on a court decree, liquidation shall be carried out by a liquidator. In a liquidation, the liquidators shall add behind the name of the
Company “in liquidation”.
3. a. In the event the quorum as mentioned in paragraph 1 above is not reached, a second General Shareholders Meeting may
be held. The second General Shareholders Meeting shall be lawful and entitled to adopt binding resolutions if attended by the holder of the Series A
share and the other shareholders or their lawful proxy who jointly represent at least 2/3 (two-thirds) of the total number of shares with valid voting
right and the resolution is approved by the holder of the Series A share and the other shareholders who jointly represent more than 1/2 (one-half) of
the number of valid votes cast at the General Shareholders Meeting.
b. In the event the quorum as mentioned in paragraph 3a above is not reached, then at the request of the Company, the quorum, number of votes to
adopt a resolution, notice and time to convene the General Shareholders Meeting shall be determined by the Chairman of the Capital Market
Supervisory Board, provided that in order that resolution shall be lawful, the General Shareholders Meeting shall be attended and approved by the
holder of the Series A share or its proxy.
4. The Board of Directors shall act as liquidator if in the resolution of the General Shareholders Meeting or the decree as mentioned in paragraph 2 no
liquidator is appointed. The balance of the liquidation account, after payment of all debts and
obligations of the Company, shall be used to pay all shares of the Company, if possible at a price as written on the share certificates. The remaining
balance of the liquidation account shall be distributed according to the resolution of the General Shareholders Meeting.
5. The remuneration for the liquidator shall be determined by the General Shareholders Meeting or by a court decree.
6. The liquidators shall register the decision to dissolve the Company in the company register, publish in the State Gazette and in two (2) daily newspapers,
one of which in the Indonesian language with wide/national circulation and the other one in English, and shall notify the Minister of Justice at the latest 30
(thirty) days as from the date the Company is dissolved.
7. This Articles of Association as contained in the deed of establishment and future amendments thereof shall remain applicable up to the date of approval of
the liquidation account by the General Shareholders Meeting and the granting of full discharge and acquittal to the liquidators.
MISCELLANEOUS PROVISIONS
Article 30
All matters that are not provided for or not adequately covered in these Articles of Association shall be decided by the General Shareholders Meeting.
The Board of Directors and
Either jointly or severally with the right to substitute this authorization to another party, is hereby authorized to submit an application to obtain an approval
and/or report and/or notify any amendment to these articles of association to the competent authorities, and declare as well as recompile the amendments and/or
supplements to the said amendment to the articles of association, to appear wherever necessary, to provide information, to prepare, cause to be prepared and sign
all of the requisite letters and in general carry out all actions that are required and deemed necessary as well as beneficial to conclude the said matters, without
any exception.
The appearing party is known to me, Notary.
Based on the foregoing:
THIS DEED
Was prepared as a minute and read out as well as signed in Jakarta on the day and date as mentioned at the beginning of this deed in the presence of missus RINI
YULIANTI, Bachelor of Law and mister SUWIMARDA PRASOJO, Bachelor of Law, both of whom are assistants of the Notary, residing in Jakarta as
witnesses.
As soon as this deed has been read out by me, Notary, to the appearing party and witnesses, this deed was immediately signed by the appearing party, the
witnesses and I, Notary.
Executed without any changes.
The original of this deed has been duly signed.
GIVEN AS A COPY.
[Signed and Stamped over a
Rp. 6.000,- Duty Stamp]
Exhibit 1.2
STATEMENT OF MEETING RESOLUTIONS
ON THE AMENDMENT TO THE ARTICLES OF ASSOCIATION OF
“PT INDONESIAN SATELLITE CORPORATION Tbk”
abbreviated to PT INDOSAT Tbk
Number: 145.
On this day, Thursday, the thirtieth day of September two thousand four (30-9-2004);
At 16.10 WIB (sixteen past ten Western Indonesian Time).

th
Appeared before me, AULIA TAUFANI, Bachelor of Law, b7y virtue of the Stipulation of the Chairman of the District Court of South Jakarta, dated the 27
(twenty seventh) day of July 2004 (two thousand four) Number: 82/CN/HKM/P/2004/PN.Jak.Sel, as the substitute of Mister SUTJIPTO, Bachelor of Law,
Notary in Jakarta, in the presence of the witnesses whose names shall be mentioned at the end of this deed:
Mister NG ENG HO, born in Singapore, on the twenty sixth day of February one thousand nine hundred fifty four (26-2-1954), Businessman, residing in Jakarta,
Jalan Kebon Kacang Raya Number 2, Tanah Abang, Central Jakarta, holder of the Singapore Passport Number: S0020723C, Singapore Citizen.
The appearing party acting in his abovementioned capacity hereby declares:
th th
• Whereas on Thursday, the 30 (thirtieth) day of September two thousand four (30-9-2004), at the Auditorium, 4 Floor, Indosat Building, Jalan Medan
Merdeka Barat number: 21, Jakarta 10110, an Extraordinary General Shareholders Meeting of “PT. INDONESIAN SATELLITE CORPORATION Tbk.”
Abbreviated to “PT. INDOSAT Tbk.”, a limited liability company established within the framework of Law Number one year one thousand nine hundred
sixty seven (Law Number 1/Year 1967) in conjunction to Law Number eleven year one thousand nine hundred seventy (Law Number 11/Year 1970)
concerning Foreign Investment, domiciled th
and having its principal office in Jakarta, of which Articles of Association was set forth under the State Gazette
of the Republic of Indonesia dated the 29 (twenty ninth) day of March 1968 (one thousand nine hundred sixty eight) Number 26 Supplement Number 24;
th
• Such Articles of Association of which was most recently amended entirely under the deed dated the 8 (eighth) day of March 2004 (two thousand four)
Number 7, drawn before Missus POERBANINGSIH ADI WARSITO, Bachelor of Law, Notary in Jakarta, a report for the amendment to the Articles of
Association of which was received and recorded in the Database of the Sisminbakum
th
of the Directorate General of General Legal Administration of the
Department of Justice and Human Rights of the Republic of Indonesia dated the 8 (eighth) day of March 2004 (two thousand four) Number: C-05582
HT.01.04.TH.2004;
• Along with an amendment to the nd

composition of members of the Board of Directors and the Board of Commissioners as most recently set forth under my,
the Notary’s, deed dated the 22 (twenty second) day of June 2004 (two thousand four) Number 125;
• hereinafter referred to as the “Company”.
• The Minutes of the said Meeting are drawn by me, Notary, on this day under Number: 144.
• Hereinafter referred to as the “Meeting”;
• Whereas pursuant to the provisions of Article 22 paragraphs 2 and 3 of the Articles of Association of the Company, to convene the Meeting, the Board of
Directors of the Company has first served a notice and summon to the shareholders of the Company by placing an advertisement in the newspapers/dailies
st
REPUBLIKA, BISNIS INDONESIA and THE JAKARTA POST respectively, all of which are published in Jakarta, on Tuesday, dated the 31 (thirty
first) day of August 2004 (two thousand four) and followed by serving a summon to the shareholders of the company via an advertisement in the
newspapers/dailies
tb
REPUBLIKA, BISNIS INDONESIA and THE JAKARTA POST respectively, all of which are published in Jakarta, on Wednesday, dated the 15
(fifteenth) day of September 2004 (two thousand four), and a copy of each of the aforementioned newspapers/dailies are attached to the minutes of my, the
Notary’s, deed dated to day under Number 144.
• Whereas a total of 1 (one) serial A share and 4,125,536,269 (four billion one hundred twenty five million five hundred thirty six thousand two hundred
sixty nine) serial B shares or 78,49% (seventy eight coma forty nine percent) of the total shares placed and fully paid by the Company up to that day,
namely a total of 1 (one) serial A share and 5,256,130,999 (five billion two hundred fifty six million one hundred thirty thousand nine hundred ninety nine)
serial B shares, each having a nominal value of Rp. 100,00 (one hundred rupiah) were present/represented in the Meeting.
• Thus, based on the provisions under Article 19 paragraph 3 and Article 28 paragraph 1 of the Articles of Association of the Company, the said Meeting has
a valid composition and is entitled to adopt valid resolutions pertaining to all matters discussed and resolved during the Meeting and shall bind the
shareholders of the Company;
• Whereas during the said Meeting the Board of Directors have been granted a power of attorney with rights of substitution by the Meeting to declare the
resolutions of the said Meeting in a Notarial deed.
• Therefore, by virtue of the said power of attorney, the appearing party hereby declares that the said Meeting has adopted, among others, the following
resolutions:
• To approve the amendment to the Articles of Association of the Company as specified herein below:
i) Amendment to Article 1 of the Articles of Association of the Company, so as to read as follows
Article 1
This limited liability company is named: “PT. INDOSAT Tbk”, domiciled and having its head office in Jakarta, with branches,
representative offices or business units in other places within or outside the territory of the Republic of Indonesia, as determined by the
Board of Directors with the approval of the Board of Commissioners.
ii) Amendment to Article 10 paragraph 6 of the Articles of Association of the Company, so as to read as follows:
Article 10
6. In addition to the provisions in the above paragraph 5, the term of office of the member of the Board of Directors shall
terminate automatically, in the event such member of the Board of Directors:
a. is declared bankrupt or is placed under custody by virtue of a court ruling; or
b. is prohibited from becoming a member of the Board of Directors pursuant to the prevailing law or legislation; or
c. resigns by submitting a written notice; or
d. passes away.
In the event the members of the Board of Directors resigns, a written notification must be submitted by the said resigning Director to
the Company for the attention of the Board of Commissioners and the Board of Directors, at least 90 (ninety) days prior to the
effective date of the resignation. The Board of Commissioners at its own discretion may determine that the resignation shall take
effect within a period shorter than 90 (ninety) days.
iii. Amendment to Article 11 paragraph 3 of the Articles of Association of the Company, so as to read as follows:
Article 11
3. The Board of Directors must first obtain a written approval from the Board of Commissioners to:
a. purchase and/or sell the shares of other companies in the Capital Market;
b. enter into a license agreement or cooperation, joint venture, management and similar agreements with other enterprises or
parties;
c. purchase, dispose, sell, pledge or encumber the fixed assets of the Company;
d. cease collecting and write off account receivables from the books as well as supplies;
e. bind the Company as guarantor (borg or avalist);
f. accept or grant medium/long term loans and accept non-operational short term loans;
g. carry out capital participation or dispose the capital participation of the Company in other enterprises that is not carried out via
the Capital Market;
h. establish a subsidiary company.

The Board of Commissioners shall be obligated to determine thresholds in respect of the actions referred to in paragraph 3a through
3h of this Article and shall be entitled to change the thresholds from time to time; in the event actions are taken within the applicable
thresholds, then the approval from the Commissioner shall not be required.
In granting written approval for the actions as referred in paragraphs 3g and 3h of this Article, the Board of Commissioners shall
observe the prevailing regulations in the capital market sector, under the condition that an approval from the General Shareholders
Meeting shall be required in the event the value of the transaction to be entered into by the Company is deemed material to the
Company, namely by meeting any of the two following requirements:
a. 10% (ten percents) of the Company’s revenue or such other amount in accordance with the Capital Market Regulation in force
at the time the transaction is carried out;
b. 20% (twenty percents) of the owner’s equity or such other amount in accordance with the Capital Market Regulation in force at
the time the transaction is carried out.
Furthermore, the appearing party in the said capacity declares that in relation to the said resolutions have authorized Mister Doctorandus BAMBANG TEDJO
ANGGONO BUDI, Bachelor of Law, Officer of the Notary’s Office of SUTJIPTO, Bachelor of Law, residing in Jakarta, including but not limited to appearing
before the competent authority, engage in a discussion, provide and/or request information, submit an application to obtain an approval and/or report to the
Minister of Justice and Human Rights of the Republic of Indonesia as well as other relevant competent authorities, register the Amendment to the Articles of
Association in the
Company Register as well as announce the Amendment to the Articles of Association in the State Gazette of the Republic of Indonesia in accordance to the
provisions of the prevailing law, to prepare or cause to be prepared and signed all of the deeds and letters or documents that are required and deemed necessary
and to prepare for further revision or adjustment to the amendment to the Articles of Association as required by the competent authority.
I, Notary, know the appearing party.
THIS DEED
Was prepared as a minute and read out as well as signed in Jakarta on the day and date as mentioned at the beginning of this deed in the presence of missus
YAYUK SRI WAHYUNINGSIH, Bachelor of Law and Mister DEDY SYAMRI,
Exhibit 1.3
DECLARATION OF RESOLUTION OF COMMISSIONER BOARD MEETING

AMENDMENT TO ARTICLES OF ASSOCIATION
“PT INDOSAT Tbk”
Number: 38
On this day, Thursday, dated the ninth day of November two thousand six (9-11-2006), at 10.10 WIB (ten o’clock ten minutes Western Indonesia Time), appears
before me, AULIA TAUFANI, Sarjana Hukum, by virtue of Decision of Chief of Notary Regional Supervision Council of South Jakarta Municipality dated the
fifth day of October two thousand six (5-10-2006) Number 029/MPD.JKT.SLT/CT/X/2006, substituting Mr. SUTJIPTO, Sarjana Hukum, Notary practicing in
Jakarta, the appearer to mention herein below in the presence of witnesses whose names will be mentioned at the end of this deed.
Mr. KAIZAD BOMI HEERJEE, born in India, dated the thirtieth day of January one thousand nine hundred sixty four (30-1-1964), Vice President Director of
the limited liability company to mention hereinbelow, residing in Jakarta, Jalan Kebon Kacang Raya Number 2, Central Jakarta, holder of Passport of Singapore
Number S2668470F, Singaporean National.
The appearer holding his position as mentioned shall first of all declare the following:
• That on Monday, dated the twenty-first day of July two thousand three (21-7-2003), in Bintan Lagoon Resort, there has been a Commissioner Board
Meeting of “PT INDOSAT Tbk”, a limited liability company duly established in the frame of Law Number One Year one thousand nine hundred sixty
seven (Law No. 1 of 1967) juncto Law Number Eleven Year one thousand nine hundred seventy (Law No. 11 of 1970) regarding Foreign Investment,
having its domicile and head office in Jakarta, which Articles of Association is contained in the State Gazette of the Republic of Indonesia dated the
twenty-ninth day of March one thousand nine hundred sixty eight (29-3-1968) Number 26, Supplement Number 24;
• Which Articles of Association was already amended several times and for easier reading, the Articles of Association was already
re-prepared as contained in deed dated the eighth day of March two thousand four (8-3-2004) Number 7 drawn up before
Mrs. POERBANINGSIH ADI WARSITO, Sarjana Hukum, Notary practicing in Jakarta, which report on the amendment to Articles of
Association was already received and recorded in Database of Corporate Body Administration System of
Directorate General of General Legal Administration of Ministry of Justice and Human Rights of the Republic of Indonesia dated the eighth day of March
two thousand four (8-3-2004) Number C-05582.HT.01.04.TH.2004 as well as already publicized in the State Gazette of the Republic of Indonesia dated
the nineteenth day of March two thousand four (19-3-2004) Number 23, Supplement Number 211; and then amended again as consecutively contained in:
• State Gazette of the Republic of Indonesia dated the eleventh day of January two thousand five (11-1-2005) Number 3, Supplement Number 281;
• State Gazette of the Republic of Indonesia dated the eleventh day of February two thousand five (11-2-2005) Number 12, Supplement Number 125;
• State Gazette of the Republic of Indonesia dated the eighth day of March two thousand five (8-3-2005) Number 19, Supplement Number 204;
• State Gazette of the Republic of Indonesia dated the twenty-sixth day of July two thousand five (26-7-2005) Number 47, Supplement Number 706;
• State Gazette of the Republic of Indonesia dated the twenty-fifth day of October two thousand five (25-10-2005) Number 85, Supplement Number 1044;
• Deed of mine, Notary, dated the twenty-first day of October two thousand five (21-10-2005) Number 145 which report on amendment to the articles of
association was already received and recorded in the Database of Corporate Body Administration System of Directorate General of General Legal
Administration of Ministry of Legal and Human Rights of the Republic of Indonesia dated the second day of December two thousand five (2-12-2005)
Number C-32142.HT.01.04.TH.2005;
• Deed of mine, Notary, dated the twenty-first day of October two thousand five (21-10-2005) Number 146 which report on amendment to the articles of
Administration of Ministry of Legal and Human Rights of the Republic of Indonesia dated the sixteenth day of December two thousand five (16-12-2005)
Number C-33508.HT.01.04.TH.2005;
• Deed of mine, Notary, dated the twenty-third day of January two thousand six (23-1-2006) Number 122 which report on amendment to the articles of
Administration of Ministry of Legal and Human Rights of the Republic of Indonesia dated the fifteenth day of February two thousand six (15-2-2006)
Number C-04216.HT.01.04.TH.2006;
• Deed dated the fifth day of May two thousand six (5-5-2006) Number 31 drawn up before Notary SUTJIPTO, Sarjana Hukum, which report on
amendment to the articles of association was already received and recorded in the Database of Corporate Body Administration System of Directorate
General of General Legal Administration of Ministry of Legal and Human Rights of the Republic of Indonesia dated the second day of June two thousand
six (2-6-2006) Number C-16129.HT.01.04.TH.2006;
• Deed of mine, Notary, dated the twenty-first day of September two thousand six (21-9-2006) Number 129 which report on amendment to the articles of
Administration of Ministry of Legal and Human Rights of the Republic of Indonesia dated the fifth day of October two thousand six (5-10-2006) Number
C-W7.HT.01.04.TH.1787;
• as well as the change of latest composition of members of Board of Directors and Commissioners as contained in deed of mine, Notary dated the
twenty-second day of December two thousand five (22-12-2005) Number 200;
• hereinafter referred to as “Company”;
• Its Minutes of Meeting made privately, duly stamped and the excerpt photocopy of the original is attached to the minutes hereof;
• hereinafter referred to as “Meeting”;
• That in accordance with the provision of Article 17 paragraph 2 of the Articles of Association of the Company to hold such Meeting, previously the
Commissioners of the Company has served the notice to the members of the Commissioner Boards of the Company by the registered mail dated the fourth
day of July two thousand three (4-7-2003) Number 001/KOM/VII/2003, made privately and the photocopy thereof is attached to minute hereof;
• That the meeting was attended/represented by 8 (eight) members of the Commissioner Board or 88.88% (eighty eight point eighty eight percent) of total
members of the Commissioner Board of the Company to date namely 9 (nine) person;
• so that by virtue of the provision of Article 17 paragraph 3 of the Articles of Association of the Company, the composition of the Meeting was valid and it
shall be entitled to adopt the valid resolutions on anything discussed and resolved in the Meeting;
• That the Commissioner Board of the Company uses the authority given by the General Meeting of Shareholders held on the twenty-sixth day of June two
thousand three (26-6-2003) Number 89, drawn up before Notary Mrs. POERBANINGSIH ADI WARSITO, Sarjana Hukum, which meeting already
approved to issue 51,775,000 (fifty one million seven hundred seventy five thousand) shares serial B and gave power to the Commissioner Board of the
Company to issue the shares to the quantity and at the time in accordance with the ESOP program being the follow up of the Extraordinary General
Meeting of Shareholders held on the twenty-seventh day of December two thousand two (27-12-2002) as contained in deed dated the twenty-seventh day
of December two thousand two (27-12-2002) Number 40 drawn up before Mrs. RINI YULIANTI, Sarjana Hukum, Candidate of Notary, in those day
substituting Notary Mrs. POERBANINGSIH ADI WARSITO, Sarjana Hukum, which meeting has among others given the principle approval for the plan
of Employee Stock Option Program (ESOP) provided that the quantity of shares issued was 5% (five percent) of the subscribed capital of the Company.
Therefore now the appearer acting as mentioned and by virtue of the power hereby declares that such Meeting has adopted the resolutions as follows:
To approve the proposal put forward by the Board of Directors of the Company on the Employee Stock Option Program (ESOP) as attached to the
Resolution of the Commissioner Board;
• That in the Appendix to the Resolution of the Commissioners Board it was already approved that total shares to issue for ESOP phase I and phase II
respectively were 51,775 (fifty one thousand seven hundred seventy five) lot or 25,867,500 (twenty five million eight hundred eighty seven thousand five
hundred) shares respectively with face value Rp 500.00 (five hundred rupiah);
• Thereby total shares to issue by the Company for ESOP phase I and phase II respectively became 129,437,500 (one hundred twenty nine million four
hundred thirty seven thousand five hundred) shares respectively at the face value of Rp 100.00 (one hundred rupiah);
• That by virtue of deeds of mine, Notary dated the twenty- fourth day of December two thousand four (24-12-2004) Number 141 dated the fourteenth day
of January two thousand five (14-1-2005) Number 79, dated the twenty-eight day of April two thousand five (28-4-2005) Number 150, dated the
twenty-second day of July two thousand five (22-7-2005) Number 157 and dated the twenty-first day of October two thousand five (21-10-2005) Number
145, the Company has issued the shares in the frame of ESOP program phase I by 121,428,000 (one hundred twenty one million four hundred twenty eight
thousand) shares;
• That by virtue of deed of Minute of Annual General Meeting of Shareholders dated the twenty-second day of June two thousand four (22-6-2004) Number
124, drawn up before me, notary, the shareholders of the Company approved the forfeited option and the reserve of ESOP phase I that was not used will be
allocated to be distributed at ESOP II by taking into account the distribution of ESOP phase II;
Therefore total shares to issue for ESOP phase II will be 50% (fifty percent) of total ESOP or 258,875 (two hundred fifty eight thousand eight hundred seventy)
lots plus total forfeited option and the reserved ESOP phase I not being used.
• That by virtue of deed of mine, notary dated the twenty-first day of October two thousand five (21-10-2005) Number 146 dated the twenty-third day of
January two thousand six (23-1-2006) Number 122 dated the fifth day of May two thousand six (5-5-2006) Number 31 drawn up before Notary
SUTJIPTO, Sarjana Hukum, and deed of mine, dated the twenty-first day of September two thousand six (21-9-2006) Number 129, the Company has
issued the shares in the frame of ESOP program phase II by 102,395,500 (one hundred two million three hundred ninety five thousand five hundred)
shares;
• That by virtue of Shareholder Register of the Company as per thirtieth day of September two thousand six (31-9-2006), total shares already issued by the
Company in the frame of ESOP program phase II for period of the first day of July two thousand six (1-7-2006) through the thirtieth day of September two
thousand six (30-9-2006) were 32,610,000 (thirty two million six hundred ten thousand) shares, each at the face value of Rp 100.00 (one hundred rupiah);
• In connection with the resolution mentioned above, and by virtue of the power granted by the Meeting, the appearer hereby declares that the Company as
of the first day of July two thousand six (1-7-2006) through the thirtieth day of September two thousand six (30-9-2006) has issued the shares in the
portfolio by 32,610,000 (thirty two million six hundred ten thousand) shares serial B, each at the face value Rp 100.00 (one hundred rupiah), thereby
increasing the subscribed and paid up capitals of the Company from Rp 540,132,350,000.00 (five hundred forty billion one hundred thirty two million
three hundred fifty thousand rupiah) consisting of 5,401,323,500 (five billion four hundred one million three hundred twenty three thousand five hundred)
shares to Rp 543,393,350,000.00 (five hundred forty three billion three hundred ninety three million three hundred fifty thousand rupiah) consisting of
5,433,933,500 (five billion four hundred thirty three million nine hundred thirty three thousand five hundred) shares.
Based on the foregoing, Article 4 paragraph 2 of the Articles of Association of the Company is amended, therefore it shall henceforth be read as follows:
2. Of the said authorized capital there have been subscribed and for each share there have been fully paid up in cash totaling 5,433,933,500 (five billion four
hundred thirty three million nine hundred thirty three thousand five hundred) shares consisting of 1 (one) share serial A and 5,433,933,499 (five billion
four hundred thirty three million nine hundred thirty three thousand four hundred ninety nine) shares serial B or totaling Rp 543,393,350,000.00 (five
hundred forty three billion three hundred ninety three million three hundred fifty thousand rupiah) namely by:
a. The State of the Republic of Indonesia 1 (one) share serial A and 776,624,999 (seven hundred seventy six
million six hundred twenty four thousand nine hundred ninety nine) shares serial B or at the face value totaling
seventy seven billion six hundred sixty two million five hundred thousand rupiah Rp 77,662,500,000.00
b. Indonesia Communications Limited 2,171,250,000 (two billion one hundred seventy one million two hundred
fifty thousand) shares serial B or at the face value of totaling two hundred seventeen billion one hundred twenty
five million rupiah Rp 217,125,000,000.00
c. Community 2,486,058,500 (two billion four hundred eighty six million fifty eight thousand five hundred) shares
serial B or at the face value totaling two hundred forty eight billion six hundred five million eight hundred fifty
thousand rupiah Rp 248,605,850,000.00
• Furthermore the appearer acting as the abovementioned shall declare in connection with the said resolution to give power to Mr. Doktorandus BAMBANG
TEDJO ANGGONO BUDI, Sarjana Hukum, employee of Office of Notary SUTJIPTO, Sarjana Hukum, residing in Jakarta, with substitution right to
submit the report on such amendment to the competent authority, including but not limited to the Minister of Law and Human Rights of the Republic of
Indonesia and register the same with the Company Register Compulsory in accordance with the provision of the prevailing legislation and to that end
appears where necessary, prepare, cause to be prepared and sign the letter of application, deeds and other documents, furthermore do anything useful and
necessary to attain the said intention, nothing excepted.
• The appearer is known to me, Notary.
IN WITNESS WHEREOF
• This deed is made as a minute and authenticated in South Jakarta, on the day and date as mentioned in the preamble hereof, in the presence of:
1. Mr. JOSE DIMA SATRIA, Sarjana Hukum, born in Semarang, dated the fourteenth day of April one thousand nine hundred eighty (14-4-1980), residing
in Jakarta, Jalan Bunga Anggrek Number 25, Rukun Tetangga 010/Rukun Warga 02, Village of Cipete Selatan, Sub-district of Cilandak, South Jakarta,
holder of Identity Card Number: 52.08.050.14.80.56303;
2. Miss LIESTIANI WANG, Sarjana Hukum, born in Surabaya, dated the twelfth day of April one thousand nine hundred eighty one (12-04-1981), residing
in Jakarta, Apartment of Prapanca #703, Jalan Pangeran Antasari Number 88, Rukun Tetangga 005/Rukun Warga 009, Village of Cipete Utara,
Sub-district of Kebayoran Baru, South Jakarta, holder of Identity Card Number: 12.5623.520481.0001;
both are assistants of notary, whom I, notary known as witnesses.
After being read out by own behalf, and the content was known and understood by the appearer and witnesses, immediately every page of this deed was affixed
with the initials and signed by the appearer, witnesses and I, Notary.
Done without any alteration.
• The minute hereof is duly stamped.

Issued as tenor;
Substituting Notary in Jakarta

[signed and sealed over a revenue stamp of Rp 6,000]
(AULIA TAUFANI, SH)
Exhibit 4.3
COOPERATION AGREEMENT
BETWEEN
PERUSAHAAN PERSEROAN (PERSERO)
PT TELEKOMUNIKASI INDONESIA Tbk
AND
PT. INDOSAT, Tbk
REGARDING
INTER-CONNECTION OF TELECOMMUNICATION NETWORK
OF TELKOM FIXED NETWORK AND INDOSAT FIXED NETWORK
NUMBER: l39/HK.810/DCI-A1000000/2007
NUMBER: 004/C00-CCO/LGL/2007
th
This agreement is entered and signed on today, Tuesday, 18 December 2007, in Jakarta, between the parties below:
I. PERUSAHAAN PERSEROAN (PERSERO) PT TELEKOMUNIKASI INDONESIA Tbk, a company providing telecommunication service and
network, duly incorporated and established under the laws of the Republic of Indonesia, having its domicile at Jalan Japati No. 1—Bandung 40133,
based on KD.45/HK.240/SEK-30/2003 dated June 30, 2003, in this Agreement is legally represented by MUNADI, Executive General Manager of CIS
division, hereinafter referred to as TELKOM,
II. PT INDOSAT, Tbk., a company providing a telecommunication service and network, duly incorporated and established under
the laws of the Republic of Indonesia, having its domicile at Jalan Medan Merdeka Barat No. 21—Jakarta 10110, based on the Managing Director’s
Power of attorney No. 235/IBO/LGL/07-POA dated December 13, 2007, in this Agreement is legally represented by NOOR S.D.K. DEVI, as Group
Head Wholesale & Carrier Relations, hereinafter referred to as INDOSAT.
For the purpose of this Agreement, TELKOM and INDOSAT are also referred to as “the Party” respectively, and collectively “the Parties”.
By having considered and taken the following points into account:
a. that TELKOM already holds the nation-wide License for Fixed Network operation and Basic telephony service operation, based on the Communications
Minister’s decree number: KP. 162 of 2004 regarding the License of Fixed Network operation and Basic telephony service operation for PT
Telekomunikasi Indonesia Tbk (Persero) dated May 13, 2004;
b. that INDOSAT already holds the nation-wide License for Fixed Network operation and Basic telephony service operation, based on the Communications
Minister’s Decree Number: KP. 203 of 2004 regarding the License of Fixed Network operation and Basic telephony service operation for PT Indosat,
Tbk;
c. that TELKOM already has the Inter-connection offering document (DPI), hereinafter shall be referred to “DPI TELKOM”;
d. that INDOSAT already has the Inter-connection offering document (DPI), hereinafter shall be referred to “DPI INDOSAT”;
e. that the Parties have signed the following agreements:
1) Cooperation Agreement between TELKOM and INDOSAT Number: PKS.162/HK.810/OPSAR-00/2002 – Number: 26/DNI/HK.720/02 dated
September 3, 2002 regarding the Cooperation Agreement on TELKOM’s fixed network (FIXED NETWORK) and Indosat’s local Fixed network
(FIXED NETWORK) inter-connection as well as the settlement on Financial Rights and obligations of Inter-connection, as lastly added by the
first Addendum Number: Tel.56/ HK.810/JAR-30/2005 – Number: 065/I00-ICO/REL/05 dated Mach 31, 2005;
2) Cooperation Agreement between TELKOM and INDOSAT Number: K.TEL.127/ HK.810/ENT-30/05—Number: 242/100-ICO/LGL/05 dated
September 23, 2005 regarding the Inter-connection of local fixed network and distant and international fixed network, as well as the settlement
on Financial Rights and obligations of Inter-connection, as lastly added by the first Addendum Number: 41/HK.820/CISC-00/2006—Number:
005/ C00-CC0/GL/06 dated July 13, 2006;
3) Operational Cooperation Agreement (PKSO) on the inter-connection of TELKOM’s PSTN network and INDOSAT’s local fixed network and
International fixed network as follows:
i. PKSO Number: K.TEL 135/HK.810/NET-83/02 and Number: 132/GND/HK.810/02 dated October 14, 2002 between TELKOM’s
Network division and INDOSAT;
ii. PKSO Number: K.TEL.140/HK.810/NET-80/99 and Number PKS.321/NHP/HK.720/99 dated November 4, 1999 between TELKOM’s
Network division and INDOSAT;
iii. PKSO Number: K.TEL.056/HK.810/NET-80/1999 and Number PKS.001/STL/INT/111/1999 dated March 25, 1999 between
TELKOM’s Network division and SATELINDO (presently INDOSAT);
as lastly amended by the Second Amendment to the Cooperation Agreement on FIXED NETWORK TELKOM and FIXED NETWORK
INDOSAT inter-connection, Number: 102/HK.820/DCI-A1000000/2006—Number: 027/C00CC0/LGL/06 dated December 28, 2006, which
would expiry on December 31, 2007, hereinafter shall be comprehensively referred to as “Interconnection PKS (Cooperation Agreement)”;
f. that for the enactment of cost based PERMEN 08/2006 comprehensive tariff as provided in the DPI of the Parties, and by still prioritizing service
improvement for the telecommunication service users, the Parties intend to inter-connect the telecommunication networks they are operating as such that
the telecommunication service users of the Parties may cross-communicate or cross-utilize the telecommunication services operated by the Parties.
TELKOM and INDOSAT agree to bind each other in a “Telecommunication Network Inter-connection Agreement ” (hereinafter shall be referred to as
“Agreement”), with the terms and conditions as formulated in the following articles:
CHAPTER I – GENERAL TERMS

Article 1 – The meanings
Unless otherwise expressly defined, the Parties agree to have the meaning of the words, and/or terms used in this Agreement in accordance to the meanings
contained in Supporting Document E (on “Definition and interpretation”)
Article 2 – Scope of inter-connection
2.1 The Parties agree to establish an inter-connection between FIXED NETWORK TELKOM and FIXED NETWORK INDOSAT, inclusive the delivery of
Inter-connection calls of various JASTEL between JARTEL of the Parties.
2.2 In respect of the inter-connection between JARTEL of the Parties as referred to in Article 2.1, each Party is obliged to open each other all Prefixes and/or
Access Codes used legally and activated by the other Party, of opening the block of relevant Customers’ numbers and/or office code as such so every
User/Subscriber of each Party, by paying attention to the terms and conditions under this Agreement, is able to
a. call and/or receive a call from the other party’s subcribers’ numbers;
b. utilize the features that can be functioned for Inter-connection calls, such as SMS, call forwarding, and similar;
c. access or utilize various types of JASTEL inherent to the other Party’s JARTEL, whether such JASTEL is operated solely by the concerned
Party, or operated under cooperation with a third party, including but not limited to, access to SLI, Value Added Service.
2.3 The utilization of JASTEL features and access as referred to in Article 2.2.b and 2.2.c can only be done when such facility has been, by technical and
business terms, agreed and spell-out in this Agreement.
2.4 Access from the Users of either Party to the services operated by the other Party, other than those mentioned in Article 2.2 is permissible based on the
Parties’ mutual consent spell-out in this Agreement.
2.5 Should there be no technical and business constraints and under the mutual consent of the Parties, in case that TELKOM has entered an inter-connection
agreement with any third party, then TELKOM will open such inter-connection so that between the Users of FIXED NETWORK INDOSAT and the
same of such third party’s JARTEL can make an Inter-connection Call each other through FIXED NETWORK TELKOM.
Article 3 – The Term
3.1. This Agreement shall be valid for 2 (two) years duration from January 1, 2008 and can be extended or terminated prior to the expiry of its term based on
the Parties’ mutual consent spell-out in the form of an Amendment/Side letter.
3.2. This Agreement may be evaluated once in every 6 (six) months to meet the technical and/or business requirements in the context of supporting the
smoothness of cooperation in the current year and/or its expansion in the next year.
3.3. By the expiry of the Agreement, then all rights and obligations of either Party which aren’t performed yet till the expiry of this Agreement, will remain
be obliged to fulfill by such Party in accordance to the provisions hereunder.
3.4. For the sake of maintaining the service to either party’s Users, any calls from a Party’s Users to those of the other Party shall be delivered through the
other network operators being inter-connected to either Party.
CHAPTER II THE PARTIES’ REQUIREMENTS

Article 4 – Good Intention
Either party warrants another Party, that its side will perform this Agreement by good intention and honestly. Neither provisions and/or interpretations on any
provision in this agreement nor any un-clarity of the same will be used by either Party to take an unreasonable advantage and causes damage to the other Party.
Article 5 – Independent Company

Each Party hereby affirms that its side is an independent company and doesn’t act as or on behalf of any third party, and assumes full responsibility on any acts
that it takes both in the composing and implementation of this Agreement.
Article 6 – rights and obligations of TELKOM
6.1. In addition to the obligations contained in the other Articles of this Agreement and/or any relevant Supporting Documents, TELKOM is obliged to:
a. Conduct the Inter-connection billing process for the purpose of inter-connection settlement
b. Pay any costs being INDOSAT’s rights, consisting of Inter-connection Cost, billing and collecting to the Users as well as any potential bad debt
to TELKOM’s service provision used by INDOSAT’s Users.
c. Carry out the points mutually agreed in the billing and collecting mechanism in relation to TELKOM’s service access by the Users of FIXED
NETWORK INDOSAT or INDOSAT’s service access by the Users of FIXED NETWORK TELKOM, as contained in the Supporting
Document B (on “Billing and payment”)
d. Pay any costs being INDOSAT’s rights in respect of the agreement in such billing and collecting mechanism referred to in point c.
6.2. In addition to the rights contained in the other Articles of this Agreement and/or any relevant Supporting Documents, TELKOM is entitled to:
a. Receive the payment of Inter-connection cost being TELKOM’s right.
b. Determine the amount of collectible rates on all of TELKOM SLI, IN services and/or other services imposed to such service Users at FIXED
NETWORK INDOSAT.
c. Receive the payment of services revenue being TELKOM’s right as referred to in letter b.
d. Receive the payment on any costs being TELKOM’s right in respect of the agreement in billing and collecting mechanism contained in the
Supporting Document B (on “Billing and payment”).
Article 7 – Rights and Obligations of INDOSAT
7.1. In addition to the obligations contained in the other Articles of this Agreement and/or any relevant Supporting Documents, INDOSAT is obliged to:
a. Conduct the Inter-connection billing process for the purpose of inter-connection settlement.
b. Pay any costs being TELKOM’s rights, consisting of Inter-connection Cost, billing and collecting to the Users as well as any potential bad debt
to INDOSAT’s service provision enjoyed by TELKOM’s Users.
c. Carry out the points mutually agreed in the billing and collecting mechanism in relation to TELKOM’s service access by
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the Users of FIXED NETWORK INDOSAT or INDOSAT’s service access by the users of FIXED NETWORK TELKOM, as contained in the
Supporting Document B (on “Billing and payment”)
d. Pay any costs being TELKOM’s rights in respect of the agreement in such billing and collecting mechanism referred to in point c.
7.2. In addition to the rights implied and expressed in the other Articles of this Agreement and/or any relevant Supporting Documents, INDOSAT is entitled
to:
a. Receive the payment of Inter-connection Cost being INDOSAT’s right.
b. Determine the amount of collectible rates on all of INDOSAT SLI, IN services and/or other services imposed to such service users at FIXED
NETWORK TELKOM.
c. Receive the payment of services revenue being INDOSAT’s right as referred to in letter b.
d. Receive the payment on any costs being INDOSAT’s right in respect of the agreement in billing and collecting mechanism contained in the
Supporting Document B (on “Billing and payment”)
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Article 8 – Representation and Warranty
8.1. Each Party warrants and declares that its side is fully authorized (both the individual representing either Party and the company as a legal entity) to bind
itself in this Agreement and perform the rights and obligations pursuant to the provisions of this Agreement, and that either Party has taken necessary
steps to obtain a legal authority on its binding and the implementation of this Agreement.
8.2. Each Party warrants that its side possesses the financial resources needed to fund the obligations and perform this Agreement, and warrants that neither
burden, responsibilities, shared responsibilities, obligations nor operational or activity restrictions of such Party declaring this warrant shall prevent or
disturb the performance of obligations under this Agreement.
8.3. Each Party warrants that none of the self-binding and implementation of this Agreement will breach any debt agreement or other covenants, nor it will be
a breach on such agreements in which the Party giving this warrant included.
8.4. As the requirements for the Parties to bind themselves in this Agreement, each Party promises, warrants and declares to the other Party that:
12
a. The concerned party and its officers, commissioners, employees and agents or its representatives, or any individuals or entities affiliated to it
either directly or indirectly, in performing this Agreement, are obliged to at any time obey the applicable statutory provisions in Indonesia.
b. This Agreement is legally entered and executed by the concerned Party and constitutes a legally effective and binding Agreement in accordance
to the applicable statutory provisions in Indonesia, and none of the binding and entering or execution of this Agreement’s provisions will be in
conflict or causing legal violation.
c. The concerned Party is obliged to submit the reports required under the statutory provisions and to pay all of due taxes in respect of the payments
from the Company to the other Party.
Article 9 – Information Provision and Confidentiality
9.1. Each Party is obliged to provide any relevant information needed by the other Party to build and perform the inter-connection under this Agreement.
9.2. The Parties agree to treat all information exchanged between them as something confidential (“Confidential Information”). Therefore, the Parties will
not disclose such information to anyone, either in part or as a whole, except for those expressly permitted in Article 9.4 below.
13
9.3 Neither Party is permitted to use a Confidential Information for other purpose except for the implementation of this Agreement, including among others
using it to get advantage for any entities, without obtaining a written approval from the Party to which such Confidential Information belongs.
9.4. The Parties may disclose a Confidential Information only to the shareholders, board of directors, board of commissioners of either Party, employees of
either Party directly connecting to the composing and implementation of this Agreement, the advisors and consultants of either Party due to their
professions and suppositions to know such Confidential Information both for the purpose of implementing and reviewing this Agreement and the
preparation of various mandatory reports, as well as to any related officials of governmental instances and the court as one of evidences for the settlement
of a dispute.
9.5 The Parties agree to exempt any Confidential Information delivered by the owner of such Confidential Information to the receiver of the same as not
confidential anymore when:
a. It has been a public domain before or during the signing of this Agreement;
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b. It is received from a third party who obtained the information legally from the owner of such Confidential Information and is not obliged to keep
it confident;
c. It is already known by the receiver of Confidential Information before such Confidential Information is disclosed;
d. It has been disclosed by one of the Parties to the other Party without any prohibition/restriction to disclose such Confidential Information;
9.6. The Parties agree that the provisions on confidentiality as contained in this Article remains in effect for the period defined under the prevailing terms. In
case that the arrangement on such period does not exist yet, then it is agreed a duration of 10 (ten) years since the expiry date of this agreement under
any reasons whatsoever, without limiting either party’s rights to use the Confidential Information belongs to it.
9.7. Whenever needed, at the time this Agreement expires/terminated under any reasons whatsoever, both Parties may agree each other to cross-submitting all
of the Confidential Information which have been exchanged and/or informed during the term of this Agreement.
15
9.8. The provisions above shall not apply to the original ones only, but also to their copies, reproductions, summaries and parts of them.
9.9. For the national interest, whenever requested by the authority, either Party may provide such Confidential Information to the related Government
instances and/or Law Enforcement Apparatus by sending a written notification to the other Party.
9.10. Should there be an allegation of information confidentiality leakage by one of the Parties, the owner of such information shall have the right to ask for
the other Party’s statement.
9.11. If it is proven that there has occurred the leakage of information supposedly to be kept in confidentiality, then the owner of such information has the right
to request and the Party leaking it is obliged to make all necessary efforts to terminate the leakage and minimize the impact of such leakage no later than
7 (seven) calendar days since the receipt of official notification of the leakage from the Party in possession of the information.
16
9.12. If such obligation in Article 9.11 is not performed, then the Party in possession of the leaked information may terminate the implementation of this
Agreement temporarily, until the performance of such obligation under Article 9.11.
Article 10 – Intellectual Property Rights
10.1. The Parties agree that the intellectual property rights arising from and for the duration of this Agreement remain in the possession of the party who
created or owns such rights.
10.2. The Parties agree that this Agreement is not entered with the purpose of amending and/or transferring any rights, a license and/or any intellectual
property belonging to a Party to another.
Article 11 – The Delegation Of Rights Or Obligations
11.1. This Agreement is in effect and binding on the Parties who signed it, their successors, and for those who get benefits of.
11.2. Neither Party may delegate its rights and obligations to any third party unless approved in writing by the other Party.
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Article 12 – Relieve
12.1. The failure of a Party to perform one or several of its obligations under this Agreement shall not prevent the other Party from performing the same and
the Party who failed to perform its obligations must keep taking all efforts to perform such obligations and bear all of costs incurred from such failure.
12.2 The absence of claim by a party on any breach on a provision of this Agreement which is made by the other Party does not constitute a relieve to avoid
performing such provision.
Article 13 – Responsibilities On Negligence
13.1. The negligence of a Party directly causing damage to the other Party’s equipment which results in the losses of the other Party becomes the negligent
Party’s responsibility.
13.2. The responsibility in the form of indemnification on the negligence as referred to in Article 13.1 only applies to the losses of goods or equipment to be
fully indemnified by the negligent Party.
13.3. Such responsibility as mentioned in Article 13.1, and 13.2 does not apply if the damage or losses suffered by a Party arising from a deliberated act or
negligence of a third Party.
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Article 14 – Consultation/Coordination Forum
14.1. The Parties agree to form a consultation/coordination forum which to hold periodical meetings to settle various problems that emerge in connection to
this agreement, including but not limited to the Technical Meeting, the members of which are the representatives of each Party.
14.2 Any costs incurred from the establishment of such consultation/coordination forum, including the meeting costs, become the responsibility of each Party.
Article 15 – Notification Letter And Representatives Of The Parties
15.1. For the performance of this Agreement, TELKOM and INDOSAT agree to appoint the representatives of each party as follow:
TELKOM : Executive General Manager of CIS

Division
Address : Menara JAMSOSTEK Building 10th floor
Jl. Gatot Subroto Kav. 38
Jakarta 12710
Telephone : 021-52917007
Facsimile : 021-52892080
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INDOSAT
Administration : Group Head Wholesale & Carrier Relations

th
Address : KPPTI Building, 13 floor
Jl. Medan Merdeka Barat No. 21 Central Jakarta, 10110
Telephone : 021-3869639
Facsimile : 021-3848107
Finance & Payment : Group Head Treasury

th
Address KPPTI building, 19 floor
Jl. Medan Merdeka Barat No. 21 Central Jakarta, 10110
Telephone : 021-3869680
Facsimile : 021-3847104
15.2. All of notifications, correspondences, requests, approval necessary or permitted to be sent to the other Party based on the provisions in this Agreement
(hereinafter shall be referred to as “Notification”) must be made in Indonesian language and in writing, delivered in person or through courier service
(each with a signed receipt) or sent by facsimile with the sending of confirmation report be addressed to the representatives as referred in Article 15.1.
20
CHAPTER III – TECHNICAL AND OPERATIONAL PROVISIONS
Article 16 – Technical Requirements And Inter-connection Standard
In establishing the Inter-connection, each Party is obliged to meet the technical requirements and Inter-connection standard as contained in the Supporting
Document A (on “Planning and operation”).
Article 17 – Provision of equipment, Inter-connection Link and FPI
17.1. Inter-connection shall be made at the Inter-connection Point which constitutes a meeting point between the inter-connection transmission network
(Inter-connection Link) which connects the Gateway (SG) of each Party.
17.2. Each Party, at its-own cost, is obliged to provide an Inter-connection Link, including all of the equipment, transmission network, interface, and any
necessary supporting facilities at each JARTEL’s side up to the Inter-connection Point.
17.3. Should one of the parties have no Inter-connection Link that must be provided, then such Party is obliged to prioritize the usage of the other party’s
transmission network by the way of renting according to the terms and conditions applicable for telecommunication network rent in general.
21
17.4. Each Party is obliged to provide FPI (Important Facilities for inter-connection) in favor of the other Party who needs such FPI, as long as there is no
technical and business constraint.
17.5. The terms and conditions for the FPI usage shall follow the provisions on Inter-connection Capacity arrangement as contained in the Supporting
document A.6 (on “The Order And Provision Of inter-connection Capacity”).
17.6. In the implementation of FPI as referred to in Article 17.5, the Parties agree to use the terms and conditions as provided in the Cooperation Agreement on
Sartel or Sarpen Utilization.
Article 18 – The Estimation On Inter-connection Capacity
18.1. The Parties are obliged to provide each other with the information on the estimation of Inter-connection Capacity needed by each Party from time to time
according to the requirements based on the interconnection traffic interest.
18.2. Based on the estimated capacity as referred to in Article 18.1, the Parties will hold a technical meeting to decide on the addition/reduction of such
Inter-connection Capacity.
22
18.3. The mechanism of such technical meeting is contained in the Supporting Document A.12 (on “The Implementing Manual Of Inter-connection
Operation And Maintenance”).
18.4. The Agreement result from such Technical Meeting will be spelled-out in the Minutes of Technical Meeting signed by the representatives of the Parties
and constitutes an inseparable part of this Agreement.
18.5. The provisions on Inter-connection Capacity arrangement between FIXED NETWORK TELKOM and FIXED NETWORK INDOSAT is contained in
the Supporting Document A.6 (on “The Order And Provision Of Inter-connection Capacity”).
Article 19 – Numbering
The numbering system used by each Party in the implementation of this Agreement must be based on the provisions of National FTP and follow the provisions as
contained in the Supporting Document A (on “Planning and operation”).
Article 20 – Calling Line Identification = CLI
20.1. Each Party is obliged to make sure that for each Inter-connection call, JARTEL at originating side sends CLI to JARTEL at both transit side and
termination side, except for the calls coming from foreign countries which implementation shall follow the applicable international rules.
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20.2. The Party who receives CLI is only permitted to use such CLI information for the following needs:
a. Traffic management and CRD (Call Data Record);
b. Billing management;
c. Administrative requirements acceptable in telecommunication industrial practices, which include the tracing of a call, identification of a call
made with bad intention and various forms of statistical compilations in respect of call origination;
d. Displaying CLI to the customers;
e. Various activities in relation to the customer’s requests and/or inquiries;
f. Preventing and detecting any fraud;
Article 21 – Quality Of An Inter-connection Call

Each Party is obliged to make all efforts so that the JARTEL under its responsibility always reaches the Targeted Performance of Inter-connection call service by
referring to the Supporting Document A.12 (on “The Implementing Manual of Inter-connection Operation And Maintenance”).
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Article 22 – The Installation Of Equipment And The Trial Test Of Inter-connection System
22.1. Any installation, connection of equipment and/or system of either party to the equipment and/or system of the other party must obtain an approval from
each party’s authorized officials / officers at the site.
22.2. Any opening of a new Inter-connection at an Inter-connection site including installation, connection of equipment and/or system of either Party to the
equipment and/or system of the other Party must be implemented through an Inter-connection System Trial Test mechanism/phase contained in the
Supporting Document A.11 (on “Implementing Instructions On Inter-connection System Trial Test”).
22.3. Any costs incurred during the implementation of Inter-connection System Trial Test become the full burden and responsibility of the Party having the
interest in such installation, connection of equipment/system, or opening of a new Inter-connection at a site.
22.4. Such costs as referred to in Article 22.3 must be paid in full no later than 14 (fifteen) calendar days since the receipt date of the billing on such
Inter-connection System Trial test costs.
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Article 23 – Modification Of System/Sub-system
23.1 If one of the parties (“The Party Doing The Modification”) will conduct the relocation, replacement or modification on its system and/or
sub-system, which includes but not limited to transmission equipment, central equipment, and terminal in such a way so that the system
and/or sub-system of the other party (“The Party Receiving The Modification”) must also be replaced or modification or may be affected
its performance, then such Party Doing the Modification is obliged to send a notification in writing to the other Party within no later than 3
(three) months prior to the implementation date of such relocation/replacement/ modification. Soon after such notification received, each
Party is obliged to send the information requested by the other Party including, if possible, the potential impact on the other Party’s system.
23.2. The Party Receiving the Modification is obliged to notify the Party Doing the Modification on any modifications needed by detailing the estimated cost
required in respect of such modification calculated on reasonable costs in accordance to the good engineering practices within no later than 10 (ten)
business days after the receipt of such notification.
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23.3. If The Party Doing the Modification agrees on such modifications required and agrees on the estimated modification costs (if any), then within 3 (three)
months after the date of notification as referred to in Article 23.2, the Parties are obliged to agree on the planned implementation of the System
Modification in writing, and the Party Receiving the Modification is obliged to perform such modification in accordance to the agreed plan and estimated
costs.
23.4. If the Party Doing the Modification does not agree on such modification required and/or estimated costs as referred to in Article 23.2 (if any), such Party
Doing the Modification is obliged to notify the Party Receiving the Modification, and the Parties agree to treat this problem as a Dispute. Whether the
Party Doing the Modification is obliged to implement such system modification or not shall be decided on the basis of the Dispute settlement award.
23.5. When such system/sub-system modification completed, the Party Receiving the Modification shall deliver the invoice to the Party Doing the
Modification with
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the billing amount not exceeding the agreed estimated costs. If the costs required are proven lower than such agreed estimated costs, then the payment
shall be made at the amount of such required costs. Reversely, if the required costs are proven higher than the agreed amount of estimated costs, then the
payment must be made at the amount of such agreed estimated costs.
23.6. Each Party is obliged to bear the costs incurred due to such system replacement/modification if:
a. The Parties agree in writing to replace / modify each system/sub-system for the mutual benefit; or
b. Such system replacement/modification is needed to enforce the technical standard defined in regulations.
23.7. If such system/sub-system modification on one or both Parties causing some Technical Specifications as contained in Supporting Document D (on
“Technical Specifications”), then each Party is obliged to firstly make a modification on such Supporting Document in the form of a Minutes before it
is implemented such system/sub-system replacement/modification which is then spelled-out in an Amendment/Addendum during the implementation of
such amendment on this Agreement.
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Article 24 – Operation And Maintenance
24.1. The physical limitations of operation and maintenance responsibility on the Inter-connection equipment of either Party is The Inter-connection Point, as
referred to in the Supporting document A part E (on Inter-connection Point and Gateway) of this Agreement.
24.2. Each Party is obliged to make all efforts to warrant and improve the delivery quality of Inter-connection Call by doing the operation and maintenance
activities as well as possible.
24.3 In an effort to realize the achievement and improvement of service quality standard to the Customers of each Party, the Parties agree to:
a. Provide each other with information and data of Inter-connection Link traffic measurement between the Gateway of each party.
b. Define the benchmark of technical parameters and network access service in measurable way and within a specific period in accordance to the
conditions expected.
24.4 The Parties agree to organize a collective operation and maintenance in overcoming daily disturbance and the Disaster Recovery System for any
disturbance arising from a Force Majeure.
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24.5 The Implementation Instructions on Inter-connection Operation and Maintenance are contained in the Supporting Document A.12 (on “The
Implementing Manual Of Inter-Connection Operation And Maintenance”).
Article 25 – System Protection And Security

Each Party shall be fully responsible for the security of its system operation, and is obliged to take any necessary steps so that the operation of such system will
not:
a. Danger the health and safety of employees, contractor, workers, agents or customers of the other Party;
b. Damage, disturb, or cause trouble on the system operations belonging to the other Party.
CHAPTER IV – FINANCIAL PROVISIONS

Article 26 – Service And Tariff
26.1. Each Party shall provide Inter-connection service/services as well as various other service/services in respect of this Agreement, including the list of
tariffs of each service/services it runs as contained in Supporting Document C (on “List of Inter-connection Service And Prices”).
26.2. Each Party may change, add, reduce or replace the list of service/services and tariffs as referred to
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in Article 26.1 through letter of notification, to the other Party and such new tariffs will be in effect no later than 30 (thirty) days since the date of such
notification letter, with the provisions:
a. For the tariffs of service/services that must obtain a prior approval from the Regulator, then the enactment of such tariff changes must be
legalized first by the Regulator.
b. For the tariffs of service/services that do not need Regulator’s approval, the enactment of such tariff changes must follow the procedure below:
1) The party wishing the change of tariffs shall send a written notification on the “Proposal on Price Change”. In Such Proposal on Price
Change it must be included the change of types and prices of service/services proposed including the enactment time, as well as the
reasons on the requirement of such price change;
2) Within no later than 5 (five) business days after receiving such notification, the proposal receiving Party is obliged to notify the party
submitting such proposal that it has received such Proposal on Price Change;
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3) The Party receiving the proposal is obliged to respond such Proposal on Price Change (to approve or refuse) within no later than 15
(fifteen) business days after it was issued the notification as referred in point 2);
4) When required, the Parties may hold a negotiation within no later than 5 (five) business days after it is issued the refusal notification as
referred to in point 3);
5) If such Proposal on Price Change is approved or if there is reached an agreement of price negotiation, then such new tariffs will be in
effect as per the next fiscal year (after an approval);
6) If there occurs a refusal and/or the negotiation did not reach an agreement up to the time limit of 15 (fifteen) Business Days, then both
Parties are obliged to settle it in accordance to the procedure set out in the Frame-work on the Settlement of Inter-connection Dispute
stipulated by the Regulator. During such Inter-connection dispute settlement process, the Parties agree to go on with the
service/services under dispute based on the existing provisions, while the enactment of new tariffs will refer to the decision of the
Dispute Settlement;
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7) The Regulator’s decision on such dispute settlement as referred to in point 6) is final and binding on both parties.
26.3 Without prejudicing the applicability of provisions in Article 26.2 a and b, anytime there occurs a change, addition, reduction and/or replacement on the
list of service/services and/or their tariffs as referred to in Article 26.1, then both Parties agree to amend the relevant Supporting Document with the
Supporting Document containing the new list of tariffs which is included in the form of Minutes which is then spelled-out in an Amendment/Addendum
during the implementation of such amendment on this Agreement.
Article 27 – Virtual Charge, Billing, And Payment
27.1. Any provision of inter-connection Service/Services by a Party and is used by the other party shall be charged with the cost in accordance to the
prevailing tariffs as referred to in Article 26.
27.2. The mechanism of cost charging, billing, and payment, including the settlement of taxes/duties in respect of the implementation of this Agreement shall
follow the provisions as contained in Supporting Document B (on “Billing and Payment”).
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CHAPTER IV – MISCELLANEOUS PROVISIONS
Article 28 – Force Majeure
28.1. Failure to perform or the delayed performance of part or whole provisions in this Agreement shall not be deemed as a breach on the Agreement if it is
caused by a Force Majeure and is notified in writing to the other Party within no later than 7 (seven) calendar days since the occurrence of such Force
Majeure.
28.2. Negligence or delay of a Party in fulfilling its obligation to notify an occurrence of Force Majeure, may result in such incident referred to in Article 28.1
be not admitted by the other party as Force Majeure.
28.3. All of the losses and costs suffered by a Party due to such Force Majeure incident shall not be the responsibility of the other Party.
28.4. Force Majeure shall not be used as an excuse by the Parties to delay the obligation of payment to the other Party for any payment due prior to such Force
Majeure incident.
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28.5. If such Force Majeure has taken place for more than 6 (six) months in succession, the Parties shall have the rights to terminate the Agreement on its sole
discretion by sending a written notification to the other Party.
Article 29 – Governing Law
29.1. This Agreement is entered, implemented and interpreted based on the statutory regulations and the law applicable in Indonesia.
29.2. Anything which is not and/or not governed yet in this Agreement is subject to the legal provisions applicable on such Agreements in general, including
but not limited to the Law of Agreement contained in Book III of Civil Code.
Article 30 – Fraud
30.1. Either Party is not prohibited to commit a Fraud to other Party.
30.2. If either Party is alleged as committing a Fraud by the other party, then such damaged Party may file a claim against the Party being alleged as doing the
Fraud.
30.3 The Party being alleged as committing a Fraud must immediately make a clarification to the other Party by submitting some supporting evidences,
including
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but not limited to traffic data, billing data, data on number of customers, at the latest of 14 (fourteen) calendar days since the receipt of such claim and
the other Party shall have the right to:
a. Postpone any request/addition of service, both new services and/or existing ones, including but not limited to the opening of new numbers/block
of numbers, expansion of coverage/inter-connected service area, as well as other similar types of services until the settlement of such Fraud is
reached.
b. Reduce, isolate, and/or revoke such service causing the Fraud.
30.4. If such Fraud allegedly comes from the individuals, other companies/legal entities, certain organizations who work or cooperate for the Party allegedly
committing such fraud or its customers/users, then the clarification through the settlement of such Fraud will become the obligation and responsibility of
the Party being alleged as doing the Fraud in accordance to the existing evidences.
30.5. If within a period of more than 14 (fourteen) calendar days since the receipt of such claim as referred to in section (2) of this Article, the Party allegedly
doing
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the Fraud does not make a clarification, then the other Party may file a petition properly as many as 3 (three) times to the Party being alleged as doing
such fraud.
30.6. If the alleged Fraud is proven, then the Party committing such Fraud must be responsible for the Settlement of Fraud and the Party being committed such
Fraud shall be relieved from any claim and responsibility from any party.
30.7. If in the settlement of such Fraud it is not reached an Agreement between both Parties, then such settlement must be done through the mechanism of
dispute settlement as referred to in Article 33 of this Agreement.
30.8. If the Fraud is proven as referred to in Article 30.7, then the Party doing such Fraud must pay indemnification and/or re-calculate the costs supposed to
be paid to the party affected by the Fraud and/or any third party, if any.
30.9. In addition to the sanction of indemnification as referred to in Article 30.8, the Party doing the Fraud can also be imposed a sanction of Agreement
termination by sole discretion of the Party suffered such Fraud without having to wait for a Court’s decision having the permanent legal force, but does
not eliminate the obligation of indemnification and other obligations supposed to be perform under this Agreement.
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Article 31 – Breach On Agreement
31.1. If the JARTEL or part of the JARTEL of a Party, due to a reason, may cause damage/technical disturbance on the JARTEL or part of JARTEL of the
other Party, or causing dangerous threats on people’s safety, then such other Party is entitled to temporarily terminate ( “Suspension”) the provision of
Inter-connection service/services at the local site.
31.2. If there occurs a material breach on one or more of the Articles in the Agreement by a Party (including but not limited to not paying off a payment
already due), then the Party affected is entitled to apply a temporary termination (“Suspension”) on provision of such Inter-connection service/services
or an early termination on this Agreement.
31.3. The Party affected is obliged to send the “Suspension Notification” to the Party being alleged as committing the breach on some provisions of this
Agreement after having found a strong reason to impose the suspension as referred to in Article 31.1 and 31.2.
31.4. Such notification of suspension must contain the following points:
a. Explanation on the occurrence of the things as referred to in Article 31.1 along with the location where such things occurred, or the
existence of a breach as referred to in Article 31.2;
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b. The request for doing a remedy on the occurrence of such breach (if required);
c. Explanation on further action to be taken if such requested act of remedy as contained in point b is not or failed to make;
31.5. If the Party doing the breach failed to make remedial act as described in the notification of suspension within 20 (twenty) business days after the receipt
of such notification (“Remedial Period”), then the affected Party is entitled to refuse to go on providing the Inter-connection service/services until the
remedial act as described in the notification of suspension is performed by the breaching Party.
31.6. The affected Party is obliged to cooperate and provide access permission to the Party committing the breach in the context of doing such remedial act
required.
31.7. The Party imposing the suspension is obliged to provide Inter-connection and/or connections service/services for the Party being imposed the suspension
immediately after the things being the basis of such suspension act are over.
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31.8. If one of the parties commits a breach on the provisions provided in the Agreement and/or the supporting documents, then the Party committing
such breach will be imposed a sanction as referred to in Article 32 of this Agreement.
Article 32 – Sanction
32.1. In addition to the sanctions already provided in the other Articles of this Agreement, then the Parties agree that any breach on the provisions in this
Agreement will be imposed a sanction, which may take the form of:
a. Penalty sanction;
b. Indemnification;
c. Isolation, postpone or termination of Inter-connection service and/or services;
d. Reduction of dimension;
e. Postpone the request/addition of service both the new and/or existing services; and/or
f. The termination of Agreement on sole discretion
32.2. The other Party, prior to imposing the sanction as referred to Article 32.1 of this agreement on another, will firstly send a written warning properly as
many as 3 (three) times with an interval time of 7 (seven) calendar days for each of such warning.
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Article 33 – Dispute Settlement
33.1. Any disputes arising from the contents, interpretation and implementation of this Agreement, shall be settled in deliberation to the farthest extent by the
Parties.
33.2. If the settlement as referred to in Article 33.1 can’t be reached within 60 (sixty) days, the Parties agree to settle such dispute by referring to the
Frame-work of Inter-connection Dispute Settlement as contained in the Minister of Communication and Informatics’ (MENKOMINFO) Decree Number
8 of 2006 Appendix 5 or its amendments if any.
33.3. If the settlement of such dispute as referred in Article 33.2 is not reached, then the Parties agree to settle it through the Indonesian National Arbitration
agency (BANI) which decision is final and binding on the Parties.
33.4. During the dispute settlement process, the Parties still bear their obligations to perform all provision in this Agreement.
Article 34 – The Termination of Agreement
34.1. This agreement can be terminated by a party by sending a prior written notification to the other Party, if:
a. One of the parties is declared as bankrupt based on the Court’s Decision having the permanent legal force;
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b. Any permits or licenses of network/ telecommunication service operation held by a Party, in part or as a whole, are terminated or revoked by the
authority (the Government);
c. Due to any reason, a Party is no longer a telecommunication network/service operator or dismissed by the authority;
d. One of the Parties terminates its business activity (anything similar or those with same impact occur the concerned Party or on any legal entities
controlling such Party) for a duration of more than 10 (ten) business days without any written notification to the other party.
e. There occurs a Force Majeure condition which results in one of the Parties (or both) is unable to perform its obligations to the other Party, in
succession for 3 (three) months.
f. There occurs a Fraud which is proven as causing losses to one (or both) of the Parties.
g. If the Party affected by a suspension failed to make a remedy within the maximum period of 3 (three) months, then the Party not doing the breach
is entitled to terminate the Agreement.
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34.2. Either Party may at any time terminate this Agreement by its sole discretion by sending a written notification of termination to the other Party within no
later than 3 (three) months prior to the desired date of termination if:
a. Either Party wants the amendment on a part or the whole of provisions in this Agreement and/or the relevant Supporting Documents, but the
other Party refuses without a proper reason (without negotiation) or after it has been conducted a negotiation in good intention for no less than 3
(three) months and it always meets a failure; or
b. The other Party committed a breach on a part or the whole of provisions in this Agreement and/or the relevant Supporting Documents either
deliberately or not for a succession of 3 (three) months without any remedy, with the provisions that such breach has been notified in writing by
the affected Party as many as 2 (twice) times with a reasonable time interval; or
c. Either party is unable or alleged as will not be able to pay its debt obligation already due to the other Party.
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34.3. For the termination of this Agreement, the Parties hereby agree to waive the provisions in Article 1266 of the Civil Law Code and release any
rights arising from it if any, so that the termination of this Agreement on sole discretion of either Party can be made legally just by sending a
written notification to the other Party, without having to wait for a Court’s Decision.
34.4. If the statutory regulations or license of either Party mandates to establish an inter-connection with the Party whose agreement is terminated,
then the Parties are obliged to conduct a negotiation in good intention to enter a new Inter-connection Agreement within a reasonable period. If
there is not reached a new Agreement after such negotiation, then either Party is entitled to submit the settlement of its problem to BRTI
according to the procedure and the Frame-work of Inter-connection Dispute Settlement.
Article 35 – Revocation of Claim
35.1. If there is an inapplicable or not enforceable provision, then the Revocation of claim on a certain breach under this Agreement shall not be deemed as the
revocation of claim on the breach on other provisions.
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35.2. The revocation of claim against a breach on this Agreement is not valid unless it is made in writing and signed by the Party revoking such claim.
Article 36 – Severable Provisions
36.1. If any part of the provisions in this Agreement or part of its Supporting Documents due to any reason becoming not applicable or not enforceable, then
such provisions will not cancel or affect the validity of the remaining provisions.
36.2. If there are any provisions not applicable or not enforceable as referred to in Article 36.1, then the Parties agree to revoke such provisions.
36.3. A disagreement to change such provisions as referred to in Article 36.2 shall not affect the applicability of the remaining provisions of Articles and the
Agreement’s Supporting Documents.
Article 37 – Review and Stipulation By Regulator
37.1. Either Party may propose an amendment to this Agreement by sending a Notification of Review to the other Party, in the event of:
a. License of either party suffers a material change (either through amendment or replacement); or
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b. A material change occurs on the statutory regulations or national regulations; or
c. This Agreement contains a possibility of review, or the Parties agree in writing on a need for a review on this Agreement; or
d. There occurs a material change (including a law enforcement by regulatory institutions, merger, etc) which impacts (or be predicted as such) on
the commercial or technical aspect of this Agreement; or
e. This Agreement as a whole or part of it needs a re-consideration due to a certain reason (either technically or commercially).
37.2. The notification of a Review must describe in detail various Articles and/or Supporting Documents in this Agreement that need to be reviewed.
37.3. In case that the Parties are unable to reach an Agreement in respect of the review on this agreement, each party is obliged to settle it in
accordance to the provisions of Inter-connection dispute settlement stipulated in Article 33 of this Agreement.
Article 38- Amendment
38.1. Either Party may propose some suggestion of amendment and/or addition to this Agreement and the
46
Supporting Documents of the same by sending a notification to the other Party describing in detail the Articles and/or Supporting Documents to be
amended.
38.2. Any amendment already agreed by the Parties is effectively binding and constitutes integral part of this Agreement if spelled-out in writing in the form of
Minutes/Amendment/Side Letter/Addendum and signed by the Parties.
38.3. If the Parties are unable to reach an Agreement in respect of the evaluation on this Agreement, then each party is obliged to settle it under the provisions
of Inter-connection dispute settlement stipulated in Article 33 of this Agreement.
Article 39 – Structure of Agreement’s Script
39.1. The script of this agreement is divided into 2 (two) groups, i.e:
a. The Articles being agreed on.
b. All Supporting Documents, as contained in LIST OF SUPPORTING DOCUMENTS in Article 39.3.
39.2. In case that there occurs a difference between the provisions in some different parts of this agreement, then the provisions to be obeyed by the Parties
shall follow the order as follow:
a. Articles in the agreement;
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b. Supporting Documents, as referred to in THE LIST OF SUPPORTING DOCUMENTS.
39.3. The Supporting Documents of this Agreement are as contained in LIST OF SUPPORTING DOCUMENTS as follows:
a. Supporting Document A : Planning and Operation
1) Supporting Document A1 : TELKOM Network Information.
2) Supporting Document A2 : INDOSAT Network Information.
3) Supporting Document A3 : Interconnection Configuration
4) Supporting Document A4 : TELKOM Number Block
5) Supporting Document A5 : INDOSAT Number Block
6) Supporting Document A6 : Ordering and Providing The Interconnection Capacity
7) Supporting Document A7 : Data Change Management
8) Supporting Document A8 : TELKOM Table Rating
9) Supporting Document A9 : INDOSAT Table Rating
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10) Supporting Document A10 : Call Scenario
11) Supporting Document A11 : Implemental Directives on Interconnection System Trial and Error
12) Supporting Document A12 : Implemental Directives on Interconnection Operation and Maintenance
13) Supporting Document A13 : Signaling Transfer Point (STP Working)
14) Supporting Document A14 : Joint Planning Session
b. Supporting Document B : Invoicing and Payment
c. Supporting Document C : List of Interconnection and Price Service
d. Supporting Document D : Technical Specification
e. Supporting Document E : Definition and Interpretation
39.4. The Supporting Documents as referred to in Article 39.3 constitute an inseparable part and have the equal legal force with this Agreement.
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Article 40 – Closing Provisions
40.1. Anything not sufficiently governed in this Agreement will be settled through the negotiation between TELKOM and INDOSAT, and the result to be
spelled-out in writing in the form of a separate agreement or Amendment/Addendum to this Agreement which must be treated as an integrity, and
constitutes as an inseparable part of, and has the equal legal force with this Agreement.
40.2. All of the terms and conditions in this Agreement are applicable and binding on the Parties who signed it, their successors and those who get benefit
from.
40.3. The Partied agree that the settlement of rights and obligations of each Party prior to the effective date of this Agreement shall be made within no later
than 3 (three) months starting from the effective date of this Agreement, based on the provisions in PKS of Inter-connection.
40.4. Once this Agreement becomes in effect, then the Inter-connection Agreement as referred to in Consideration point e of this Agreement, is
declared as revoked and not effective any longer.
40.5. This Agreement is made in 2 (two) original duplicates, each having the same contents, duly
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stamped and having the equal legal force after having been signed by the representatives of each Party.
In witness whereof, this Agreement is entered in good faith and to be implemented to the best possible extent by the Parties.
PT Indosat, Tbk. PT TELKOM INDONESIA Tbk
[signed] [signed over a Revenue

Stamp Rp 6,000]
NOOR S.D.K. DEVI MUNADI
GH Wholesale & Carrier Relations EGM of CIS Division
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I, Rahmi Yunari Ali, SS , an authorized and sworn translator, by virtue of Decision of Governor of DKI Jakarta No. 2238/2004, do hereby declare that on this
day Monday, April 21, 2008, I make the translation of this document in accordance with the Indonesian version thereof.
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DEFINITION AND INTERPRETATION
Definitions: unless the context defining otherwise, in the Agreement the words which are begun with capital letter and defined as below will have the following
meanings:
1. “Service Area” is an area which is identified by 1 (one) Area Code (for JARTAP (Fixed Network)) and 1 (one) or several blocks of certain numbers (for
JARBERSEL (Cellular Mobile Network)) each of which having one Loading point (PoC);
2. “Numbering Area” or “Local Area” is a limited geographical area which constitutes a service area for a numbering system in JARTAP operation;
3. “Inter-connection Charge” is the costs incurred as the consequence of Inter-connection call service (traffic based) which must be paid by one JARTEL
operator to another;
4. “Other Charges” is the costs other than Inter-connection Charge in relation to the usage of co-location facility, network, facilities/infrastructure, human
resources and/or other services in respect of the Inter-connection agreement implementation that must be paid by a Party to another;
5. “Minutes of Temporary Reconciliation” is the
reconciliation’s outcome document which is used as the basis of a temporary settlement (not final yet) regarding the rights and obligations on
Inter-connection Cost, which contains the figures of the rights on Inter-connection Cost both the one already admitted and another not/not admitted yet
by the other Party;
6. “Minutes of Reconciliation” is the reconciliation’s outcome document which is used as the basis of a final settlement regarding the rights and
obligations on Inter-connection cost of the Parties, containing the figures admitted already by the counterpart side (the Party having the obligations to
meet) as the continuation of a Minutes of Temporary Settlement or a Minutes of Temporary Reconciliation;
7. “Minutes of Temporary Settlement” is the settlement’s outcome document regarding the data of rights of either party and the other Party’s obligations
on the inter-connection cost which part of the data is not admitted yet because it is not deemed as true and must be made further examination on, yet it
can still be used as the basis for a temporary payment on the rights and obligations of an Inter-connection Cost.
8. “Minutes of Settlement” is the settlement’s outcome
document regarding the data of rights of either Party and the other Party’s obligations on the Inter-connection Cost already admitted and deemed as true
and is used as the basis for a settlement of rights and obligations on the Inter-connection Cost of each Party for certain period;
9. “Receivables Administration Cost” is the costs to be paid by a JASTEL Operator to a JARTEL operator in respect of the outstanding receipt of
Customers’ JASTEL invoices by the JARTEL Operator who provides an access network to such Customers due to an Inter-connection Call;
10. “Inter-connection Cost” is the financial compensation on the provision of an Inter-connection service by the first network operator to a second network
operator, which is defined based on the concept of call originating cost, Transit and call termination cost;
11. “Co-location Cost” is all costs for the usage of space, tower, and or cable duct for the co-location of sets and or equipment for inter-connection purpose;
12. “Collection Fee” is the collection service fee paid by a Party to another in respect of the receipt of payment from the customers of either Party
in relation to the usage of the other Party’s JASTEL due to an Inter-connection Call;
13. “Network Rental Cost” is all costs of renting a network
or its segment/element for Inter-connection needs (e.g. Inter-connection Link) which is rented from the other Party;
14. “Termination Cost” is all of Inter-connection Charges being the responsibility and must be paid by a JARTEL Operator for the delivery of
Inter-connection Calls which are terminated to the other JARTEL operator who becomes the destination of such calls;
15. “Transit Cost” is all of Inter-connection Charges being the responsibility and must be paid by a JARTEL Operator for each Delivery of Inter-connection
Call through the segment/element of a transit network (segment/element of medium network) which belongs to another JARTEL Operator;
16. “Bill Period Closure” is a provision stating that the data of Inter-connection traffic and/or connection traffic presented by each Party is not possible to be
settled in several times of reconciliation made, therefore it must be agreed to close according to the data of the collecting Party (who has the rights on the
Inter-connection cost) and not re-modified after an agreed certain period has passed;
17. “Inter-connection Billing” is an inter JARTEL Operators billing which is used as the basis for the calculation settlement of an Inter-connection rights
and obligations
payment resulting from a CDR incoming and outgoing call rating that contains the number of calls, quantity of duration, and amount of money stated in
IDR within a certain fiscal month;
18. “Call Data Record” (“CDR”) is the record of Inter-connection Calls data which is needed for the calculation process of an Inter-connection Billing;
19. “Call Scenario” is various possibilities of Inter-connection Call types which can be served by a Gateway, both direct and transit call types starting from
the originating side to the termination side;
20. CCS#7” (“Common Channel Signaling Number Seven”) is the common channel signaling system according to the Recommendation of ITU-T Q767;
21. “Inter-connection Dimension” is the number of/circuit capacity/channel between TELKOM’s Gateway and PARTNER’s Gateway which is used for
the delivery of Inter-connection calls traffic, typically in E1 unit;
22. “Director General” (or “DIRJEN”) is a Director General whose scope and responsibilities include the Telecommunication sector;
23. “Infratel Division” is the JARTAP TELKOM management unit from the Local Exchange central local) side, Secondary Toll Exchange (secondary
distant central) side, up to Tertiary Toll Exchange (tertiary distant central) side;
24. “Regional Division” (“DIVRE”) is the JASTEL TELKOM management unit in the area which controls the JARTAP starting from Bordering Terminal
Box (KTB) up to Primary Toll Exchange (primary distant central);
25. “Correction Factor” is a formula agreed for the adjustment of an Inter-connection financial calculation which data can’t be obtained in full
from the call data record (CDR) or the other data sources;
26. “IN Facility” is a set of telecommunication equipment which can provide IN (intelligent network)-based value added services, including but not limited
to Premium Call, Vote Call services, etc
27. “Inter-connection Important Facility (“FPI”) is a civil infrastructure and complimentary to a JARTEL where the access to such infrastructure is
absolutely required for the implementation of inter-connection, and the Party who needs an inter-connection has no choice other than utilizing such
infrastructure according to the agreed requirements;
28. “Control File” is a file used in the inter-connection billing processing, which contains standardized data parameters functioned as the valid and correct
reference data as the standard for tariff implementation.
29. “Force Majeure” is any incident or event which is beyond the control of Either Party, including but not limited to
the following incidents: fire, explosion, flood, earth-quake, other natural disasters, strike, riot, social unrest, government restrictions, acts of hostility by
the government or enemy or war;
30. Fraud” is a fraudulent act, or a manipulation in the implementation of Agreement, which is deliberately committed by a Party to another and/or a third
Party with the purpose of avoiding costs and/or obtaining a benefit;
31. “FTP” or “National FTP” (National Fundamental Technical Plan) is a document containing the telecommunication technical regulations as contained
in the Minister of Communication’s Decree No. 4 of 2001 regarding the National Technical Fundamental Plan of 2000 (Fundamental Technical Plan
National 2000) in the Development of National Telecommunication, and its amendment from time to time;
32. “Inter-connection” is the connectivity between the networks of different network Operators;
33. “Network” is a group of cross-connected nodes and paths of signals to connect the input and/or output sets to a telecommunication system;
34. “Mobile Satellite Network” (or “JARBER Satellite”) is a mobile network which is operated to serve a mobile (moving) telecommunication service by
satellite technology;
35. “Cellular Mobile Network” (or “JARBER Cellular”) is a mobile network which is operated to serve a mobile (moving) telecommunication service by
cellular terrestrial (on the earth’s surface) technology;
36. “Telecommunication Network” (or “JARTEL”) is a series of telecommunication equipment and its peripheral which are used in the context of
telecommunicating. To the extent of being operated by the Parties, including in the scope of JARTEL term are JARTAP, JARBERSEL, JARBERSAT
and any dependent Facilities of JARTEL such as IN, and signaling system Facility;
37. “International Fixed Network” (or “International JARTAP” ) is a fixed network which is operated to connect the domestic network and international
network;
38. “Domestic Fixed Network” (or “Domestic JARTAP”) is a fixed network which is operated within the Indonesian Territory, by using wire-line access
and/or fixed wireless access with limited mobility, which constitutes an integral and inseparable part of the Local Fixed Network and Distant Fixed
Network;
39. “Distant Fixed Network” (or “Long Distance JARTAP” ) is a fixed network which is operated for inter-networks connection, particularly the Local
fixed network, and mobile network as well;
40. “Local Fixed Network” (or “Local JARTAP” ) is a fixed network which is operated within a certain territorial coverage, by using wire-line access
and/or fixed wireless access with limited mobility;
41. “Fixed Network” (or “JARTAP”) is the Local Fixed Network (JARTAPLOK), Distant Fixed Network (JARTPJJ) and International Fixed Network
(JARTAPIN);
42. “Cellular Mobile Service” (or “Cellular JASBER”) is a cellular mobile telecommunication service to fulfill the telecommunicating needs by using
cellular mobile network;
43. “IN Services (“Advanced Service of Basic Telephony” ) or “Intelligent Network Service” is the value added telecommunication services which utilize
the IN (intelligent network) facility;
44. “Value Added Services” or “Derivative Services” is the additional telecommunication services from JASPONDAS including among others, telephony
services through (IN, Intelligent Network), facility, calling card service, services by utilizing interactive voice response technology and call radio service
for public. These services are dependent to or inseparable from JASPONDAS, both those using separate Access numbers (e.g. Calling Card 120XX, call
center 147 service, or Call Center 140XX service, etc) and those not using Separate Access Numbers;
45. “SMS Service” or “Short Message Service” is a data telecommunication service by delivering short messages in the form of numbers, letters or texts
through fixed telephony terminal set, cellular, or other terminal sets;
46. “International Direct Access Telecommunication Service” (or “JASTEL SLI”) is a telecommunication service to fulfill international
telecommunicating needs by using JARTAPIN;
47. “Distant Direct Access Telecommunication Service” (or “JASTEL SUP) is a telecommunication service to fulfill domestic telecommunicating needs
by using JARTAPJJ;
48. “Telecommunication Service” (or “JASTEL”) is a telecommunication service to fulfill telecommunicating needs by using a telecommunication
network;
49. “Local Basic Telephony Service” (or “JASPONDASLOK”) is a telephony service using circuit switched technology, namely telephone, facsimile or
telex, within the coverage of local service area JARTAPLOK or JARBERSEL;
50. “International Direct Access Basic Telephony Service” (or “JASPONDAS SLI”) is a telephony service using circuit switched technology, namely
telephone, facsimile or telex, within the coverage of international service area which is operated by JARTAPIN operator;
51. “Distant Direct Access Basic Telephony Service” (or “JASPONDAS SLJJ”) is a telephony service using circuit
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switched technology, namely telephone, facsimile or telex within the coverage of distant domestic service area which is operated by JARTAPJJ operator;
52. “Basic Telephony Services” (or “JASPONDAS”) is a telephony service using circuit switched technology, namely telephone, facsimile or telex;
53. “Inter-connection Capacity” is an integrated series which consist of the Trunk Circuit at each Party’s JARTEL, Inter-connection Link, Port E of each
Party’s Gateway, including interface equipment required, as well as the FPI that must be supplied by the Party who provides the Inter-connection Point;
54. “Inter-connection Obligation” is the financial obligation that must be paid by either Party to another with regard to an Inter-connection Call.
55. “SLI Access Code” is a combination of or a series of certain numbers which characterize a certain SLI service operator who is different from the other
SLI operators;
56. “Access Code” is a combination of or a series of certain numbers which characterize a certain JASTEL operator who is different from the other JASTEL
operators of similar type;
57. “Area Code” or “JARTAPLOK Area Code” is a series of certain numbers functioning as an identity for a JARTAPLOK numbering area within a
certain geographical territory which distinguishes it from the other geographical territories;
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58. “Inter-connection Link” is a transmission network and its peripheral which is used for the purpose of delivering inter-connection traffic between the
Gateways belonging to different operators;
59. “Minister” is the Minister whose scope and responsibility include telecommunication sector;
60. “PARTNER” is the Telecommunication Network Operator being inter-connected with TELKOM under this Agreement;
61. “Mobile Switching Center” (“MSC”) is the JASBERSEL service Main Center and also functions as JARBERSEL’s Gateway which is a gate to
JARBERSEL and is directly connected to the gateways of other JARTEL Operators through an Inter-connection Point;
62. “Customer Number” is a number which becomes a Customer’s identity in a JARTEL within a numbering area coverage or service area;
63. “Financial Calculation Note” (“NPK”) is a list made periodically according to a fiscal month which contains the calculation of each Party’s rights and
obligations arising from an Inter-connection Call or a Customer’s JASTEL billing by either Party to another (depending to its context). To distinguish,
each is called “NPK Interconnection” and “JASTEL Invoicing NPK” respectively;
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64. “Numbering” is a number allocating system for each service area of a JASTEL operator in order to make it easy for all parties in doing an identification
on the calling process up to the charging process;
65. “Originating” is a routing process on an Inter-connection Call at a segment unit of JARTEL where such call comes from (before being
switched to transit JARTEL, or the call destination JARTEL). “Originating Side” is the JARTEL segment where the call comes from (before
being switched to transit JARTEL, or the call destination JARTEL);
66. “Inter-connection Call” is a telecommunication connection between a telecommunication service User on one side and the other party’s Customer
which is channeled/delivered through the Inter-connection Point, either in the form of JASTEL (non-IP) inter-connection call, IN service connection,
SMS, or the other value added services;
67. “Customer” is an individual, legal entity, Government instance, who uses JARTEL and/or JASTEL based on a written contract/agreement (for
post-paid) or without any contract (for pre-paid), or in other words, having a certain access network (telephone number);
68. “Inter-connection Service” is a service provided by a network to another, which enables the flow of telecommunication traffic from a network to
another;
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69. “User” is an individual, legal entity, Government instance, who uses JARTEL and/or JASTEL without any contract and having no access network
number (telephone number);
70. “User” is both customer and user;
71. “Operator” is the name for a JARTEL and/or JASTEL operator;
72. “Inter-connection Financial Calculation” is the calculation that raises from an Inter-connection Call or the usage of network which constitutes either
Party’s right and becomes the other party’s obligation;
73. “Financial Calculation of Customer’s JASTEL Billing” is the calculation that raises from the result of JASTEL Billing by either Party to another;
74. “Agreement” is the JARTEL/JASTEL Inter-connection Cooperation Agreement between TELKOM and PARTNER entered and signed by the Parties or
their legal representatives, which regulates in detail, but not limited to, the technical aspect, operational aspect and business aspect of a network operating
field and or telecommunication service operated by each party in such a way that the aforementioned cooperation on network operations and or
telecommunication service can be implemented;
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75. “Requirements on Financial Guarantee” is a (financial) instrument which shall possibly be requested by TELKOM to get a confidence that THE
PARTNER will be able to fulfill its financial obligation in respect of the access provision. An example of such financial guarantee are among others bank
guarantee and personal guarantee from the company CEO;
76. “Third Party” or “Other Operators” is the JARTEL and or JASTEL Operators other than both parties (other than TELKOM and PARTNER) who are
inter-connected with either or both parties;
77. “JARBERSEL Prefix” or “JARBERSEL Access Code” is a combination of or a series of certain numbers which characterize a certain JARBERSEL
operator who is different from the other JARBERSEL operators;
78. “Prefix” is an indicator consisting of one digit or more which enables the selection of various types of number format (local, national, international),
network selection, or service selection. Prefix is not part of a number and no need to be forwarded to the inter-networks threshold or to international
network’s threshold, if in the inter-connection pattern it has been applied an originating cost, termination cost and/or transit cost. However, for the
purpose of an inter-connection which still uses revenue sharing pattern, prefix needs to be forwarded up to the inter-networks threshold or to international
network’s threshold;
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79. “Rating” is a process for determining the billing value of an inter-connection Call based on the Inter-connection Cost as stipulated in the Minister’s
Decree and/or the Parties’ agreement;
80. “Re-dimension” is a change in the number of inter-connection circuits which may take the form of addition or reduction;
81. “Traffic Refill” is a method which is used to transit an inter-connection call from a network through a medium network or receiving a transit call from
another network with the intention of reducing inter-connection charge or getting a lower inter-connection tariff or to avoid a higher inter-connection
tariff;
82. “Regulator” is the Indonesian Telecommunication regulation agency which was established under the Minister of Communication’s Decree Number: 31
of 2003, as amended from time to time based on the applicable regulations;
83. “Reconciliation” is a matching and researching process to a settlement which constitutes a renewal on the Parties’ data based on the call data or other
Inter-connection data held in certain period of time;
84. “Billing Retail” is the collection billing on a call traffic usage which is invoiced to a Customer or User;
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85. “Routing” is a process for determining and using a route based on a certain rule, to deliver a message or to build a connection;
86. “Supporting Facilities” is the facilities and infrastructure which include, but not limited to, access, space, duct, tower, power distribution, and cable
line;
87. “Gate Center” (or “SG” or “Gate Mobile Switching Service Center” or “GMSC”) is a center within a network which constitutes a gate into another
network, and is directly connected to the centre (gate) of other networks through an Inter-connection Point. For the purpose of this Agreement, SG may
take the form of a local telephone center, distant center (Trunk), international gate center, or other equipment which has the function of Gate center, the
determination of which is fully conducted by the concerned JARTEL operator by paying attention to efficiency and the applicable National FTP;
88. “Local Center” is a telephone center which is equipped with facilities, capabilities and interface which fit to serve Customers;
89. “Settlement” is a result of an Inter-connection billing collection process in the form of an admittance to inter-connection right in a fiscal month period
and is an obligation to be settled by either Party to another;
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90. “Signaling Transfer Point Regional” (“STP-R”) is part of a JARTEL Signaling System network within a certain regional coverage;
91. “Signaling Data Link” (“SDL”) is a 64 kbps channel which is used as the signaling channel in Signaling CCS#7 process;
92. “Signaling Transfer End Point” (“STEP”) is a signaling point (SP) which, beside of its function as message signaling CCS#7 transferor, also functions
as the signaling end-point;
93. “Signaling Transfer Point” (“STP”) is part of a JARTEL Signaling System network within national coverage;
94. “Signaling” is a informative exchange needed for building, supervising and dismissing connection through a network;
95. “SMSC” or “Short Message Service Center” is a series of equipment which constitutes the center for SMS facility service;
96. “SOKI” (abbreviation of “inter-connection wiring automation system”) is an Inter-connection traffic clearance application system which was built
together by the JARTEL operators in Indonesia and is used as the reference for the Parties in calculating the inter-connection rights and obligations;
97. “TELKOM Carrier Interconnection Service Center” (or “TELKOM CISC” or “CIS division”) is a TELKOM working
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unit which has obtained an authorization from TELKOM board of the Directors to organize and implement the cooperation between telecommunication
network and or telecommunication service operators who have a Telecommunication Network and or Telecommunication Services;
98. “TELKOM” is limited liability company (Persero) PT. TELEKOMUNIKASI INDONESIA, Tbk, the party being inter-connected with PARTNER;
99. “Termination” is a process of forwarding/routing an Interconnection Call at a JARTEL segment unit which is connected to the call destination number
(after originating JARTEL with/or without having through a transit JARTEL). “Termination Side” is a unit of JARTEL segment which is connected to
the call destination number (after originating JARTEL with/or without having through a transit JARTEL).
100. “Service Level” is a value/level of quality which is mutually agreed in connection to the relationship of supplier and user in the telecommunication
service operating process;
101. “Interconnection Point” (or “PoI”, Point of Interconnection) is a point where there occurs an interconnection which is also limiting point of authority
and responsibility of provision, management and
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maintenance of each telecommunication network. “Originating Interconnection Point” or PoI originating” is the interconnection point on Originating
side. “Termination Interconnection Point” or PoI Termination” is the Interconnection Point on Termination side;
102. “Point of Charging or (PoC) is a point which is used as the benchmark to determine the distance of call in the cost calculation of both an
Interconnection Call and Internal Call (non-interconnection);
103. “Base Traffic” is the size of traffic used to make a long term planning which size is the average traffic load in 30 most busy days in 1 (one) year.
104. “Transit” is the process of forwarding/routing an Interconnection call at a JARTEL in a network segment/element between 2 (two) JARTELS of
different Operators, where such segment/element is needed after the Originating process and/or before Termination process;
105. “TELKOM Working Unit” is CIS division, DIVLD, DIVRE and other related Working Units;
For the terms not contained in this Supporting Document E yet (on “Definition and interpretation”), the determination of such definitions are governed based
on the Parties’ agreement and spelled-out in the Interconnection Agreement.
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Reference:
To keep avoiding any conflict, any indication in the Agreement for:
(a) The words referring a single meaning will also include the meaning of such words in its plural, so will the vise versa, depending on the context;
(b) “Article”, “Part” or “Section” is a reference to Article, Part or Section of the Agreement;
(c) “The Statutes of the Republic of Indonesia” will also include all laws, decrees, statements, ordinances, articles of associations, regulations, law codes and
instruction who have legal force which prevail in the Republic of Indonesia, including but not limited to, those issued or enacted by the government or
the officials of national, regional or district governments.
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LIST OF INTERCONNECTION AND TARIFF SERVICE
This document contains the list of Interconnection service offered by TELKOM to INDOSAT FIXED NETWORK and equipped with its explanations.
Basically the interconnection service offered by TELKOM is divided into 2 (two) bid groups namely:
1. Traffic sensitive interconnection service.
2. Non traffic sensitive interconnection service.
The traffic-based interconnection service is prepared and divided into 4 (four) modules namely:
1. Module 1: Basic Telephony Interconnection and Feature Service.
2. Module 2: Additional Service.
3. Module 3: Advance Telephony Service.
4. Module 4: Administrator Selection Service.
5. Module 5: TELKOM Service Access Service.
Meanwhile the non traffic interconnection service is prepared in 1 (one) module namely miscellaneous service.
The interconnection cost arising from the traffic-based interconnection service and contained in this DPI is the call by call based interconnection cost. It
is calculated based on the provision of Articles 13 and 14 paragraph (1) of REGULATION OF MINISTER No. 8 of 2006 regarding Interconnection.
Besides, Article 14 paragraphs (2) through (4) of REGULATION OF MINISTER No. 8 of 2006 also opens the possibility on the adjustment to the
interconnection cost based on the economic value where such value is determined based on the capacity and traffic quantity/volume already committed.
Based on this, TELKOM develops and provides 3 (three) Interconnection business scheme options namely:
1. Standard Interconnection business scheme

This business scheme uses the Interconnection Cost calculation pattern based on call by call basis method without considering the economic value. The
interconnection cost for this scheme is calculated based on the call duration multiplied with the interconnection tariff per minute.
2. Volume Commitment Interconnection business scheme

This business scheme uses wholesale-based calculation where the amount of interconnection traffic volume agreed between the Access Searcher and
TELKOM. This Interconnection business scheme option is caustic in nature and varied depending on the need and economic value of the respective type
of service owned/provided by the Access Searcher and TELKOM on reciprocal basis.
3. Packaged Interconnection business scheme
This business scheme is the combination package between the Interconnection capacity use and other services with or without the volume commitment.
This business scheme option applies the calculation pattern of interconnection cost packaged with other service costs, for example the package between
the Interconnection Cost and leased circuit cost, both on barter or progressive discount basis.
As in volume commitment pattern, this interconnection business scheme pattern is caustic and varied depending on the need and calculation of economic
value of the respective type of service owned/provided by the Access Searcher and TELKOM on reciprocal basis.
TELKOM SERVICE FOR BASIC TELEPHONY INTERCONNECTION AND FEATURE
1. Termination Service
a. Local Termination
It is the termination of interconnection call from INDOSAT Domestic FIXED NETWORK to TELKOM Domestic FIXED NETWORK where
PoI is in the same area as the destination charging point in TELKOM Domestic FIXED NETWORK.
Type of Local Termination service offered is as follows:
Table 1. Local Termination Service
Tariff Accounting
ID Local Termination Service (Rp/mnt) Method
TLO2a From INDOSAT Domestic FIXED NETWORK 73 Direct
(Local Call) to TELKOM Domestic FIXED
NETWORK
TLO2b From INDOSAT Domestic FIXED NETWORK 174 Direct

(Local Distance Call) to TELKOM Domestic
FIXED NETWORK
b. Long Distance Termination

It is the termination of interconnection call from INDOSAT Domestic FIXED NETWORK to TELKOM Domestic FIXED NETWORK where
PoI is in the area different from the destination charging point in TELKOM Domestic FIXED NETWORK.
Type of Long Distance Termination service offered is as follows:
Table 2. Local Termination Service
Tariff Accounting
ID Local Distance Termination Service (Rp/mnt) Method
TJO2 From INDOSAT Domestic FIXED NETWORK to 569 Direct
TELKOM Domestic FIXED NETWORK
c. Domestic Termination
It is the termination of interconnection call from INDOSAT International FIXED NETWORK to TELKOM Domestic FIXED NETWORK
where the destination charging point is in the area different from and the same as PoI of TELKOM Domestic FIXED NETWORK.
Type of Domestic Termination service offered is as follows:
Table 3. Domestic Termination Service
Tariff Accounting
ID Domestic Termination Service (Rp/mnt) Method
TD01 From INDOSAT International FIXED NETWORK 549 Direct
to TELKOM Domestic FIXED NETWORK
2. Transit Service
Transit Service offered comprises:
a. Cascade Local Transit

It is the providing of network or network element to channel the inter Access Searcher
Interconnection Call using TELKOM Domestic FIXED NETWORK where the origin PoI is within the same area as the destination PoI.
Type of Cascade Local Transit service offered is as follows:
Table 4. Cascade Local Transit Service
Cascade Local Transit Tariff

ID Service (Rp/mnt) Right
RLCO5a From INDOSAT Domestic FIXED NETWORK to 165 Telkom + termination
Access Searcher Local FIXED NETWORK (Local
Call)
RLCO5b From INDOSAT Domestic FIXED NETWORK to 266 Telkom + termination

Access Searcher Local FIXED NETWORK (Local
Distance Call)
RLCO6a From INDOSAT Domestic FIXED NETWORK to 453 Telkom + termination

Access Searcher Cellular JARBER (local term)
RLCO6b From INDOSAT Domestic FIXED NETWORK to 563 Telkom + termination

Access Searcher Cellular JARBER (Long Distance
term)
RLCO7 From INDOSAT Domestic FIXED NETWORK to 2592 Telkom + termination

Access Searcher Satellite JARBER
The amount of termination cost is stipulated by the access searcher terminating the traffic.
b. Cascade Long Distance Transit

It is the providing of network or network element to channel the inter Access Searcher Interconnection Call using TELKOM Domestic FIXED
NETWORK where the origin PoI is within the area different from the destination PoI.
Type of Cascade Long Distance Transit service offered is as follows:
Table 5. Cascade Long Distance Transit Service
Cascade Long Distance Tariff

ID Transit Service (Rp/mnt) Right
RJCO5 From INDOSAT Domestic FIXED NETWORK to 510 Telkom + termination
Access Searcher Local FIXED NETWORK
RJCO6a From INDOSAT Domestic FIXED NETWORK to 697 Telkom + termination

Access Searcher Cellular JARBER (Local
Termination)
RJCO6b From INDOSAT Domestic FIXED NETWORK to 807 Telkom + termination
Access Searcher Cellular JARBER (Long Distance
Termination)
RJCO7 From INDOSAT Domestic FIXED NETWORK to 2836 Telkom + termination

Access Searcher Satellite JARBER
The amount of termination cost is stipulated by the access searcher terminating the traffic.
c. Direct International Transit

International Transit is the providing of network or network element to channel the inter Access Searcher Interconnection Call using TELKOM
Domestic FIXED NETWORK.
Type of Direct International Transit service offered is as follows:
Table 6. Direct International Transit Service
Tariff Accounting
ID Domestic Termination Service (Rp/mnt) Method
RID01 From Access Searcher Local to INDOSAT 355 Direct
International FIXED NETWORK
RID02 From INDOSAT International FIXED NETWORK 355 Direct
to Access Searcher local FIXED NETWORK
RID03 From Access Searcher Cellular JARBER to 355 Direct

INDOSAT International FIXED NETWORK

to Access Searcher local Cellular JARBER
RID05 From Access Searcher Satellite JARBER to 355 Direct


to Access Searcher Satellite JARBER
3. Originating Service
Originating service offered by TELKOM is only the generating of call from TELKOM Domestic FIXED NETWORK using SLI Access Code of
INDOSAT International FIXED NETWORK where the original charging point is in the area coverage suitable to the geographic coverage of the
respective SGI of INDOSAT International FIXED NETWORK.
Table 8. Originating Service
International Originating Tariff Accounting

ID Service (Rp/mnt) Method
OIO1 From TELKOM Domestic FIXED NETWORK to 549 Direct
(Local Originating Segment)
OIO2 From TELKOM Domestic FIXED NETWORK to 549 Direct

(Long Distance Originating Segment)
The tariff contained in both tables above is just the network cost. Besides the network cost, INDOSAT is also charged with the billing process, invoicing
and revenue acceptance costs, namely:
a. Billing process cost: Rp 82/record; and
b. Invoicing cost : 1% of bill already collected successfully.
4. Feature Service
a. Call Forwarding
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TELKOM and Access Searcher can implement the Call Forwarding feature service to the respective User to the User of other party. In this
matter, Call Forwarding is applied as 2 (two) separate calls.
The recording and charging of Interconnection Cost of 2 (two) calls are as follows:
1) First Call
The calling number (A) is the original calling number while the called number (B) is the destination number selected by the caller. The
interconnection cost charging of the first call is in accordance with the type of call from A to B.
2) Second Call
The calling number (B) is the number selected by the original caller (A), while the called number is the number selected by the
destination number activating the Call Forwarding feature (C). The interconnection cost charging of the second call is in accordance
with the type of call from B to C.
The identity of the caller received by the number selected by the destination number activating Call Forwarding (C) is the identity of the original
calling number (A).
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b. Three Party
TELKOM and Access Searcher can implement the Three Party feature service to the respective User to the User of other party. In this matter,
Three Party feature is applied as 2 (two) separate calls.
The recording and charging of Interconnection Cost of 2 (two) calls are as follows:
1) First Call
The calling number (A) is the original calling number while the called number (B1) is the destination number selected by the original
caller. The interconnection cost charging of the first call is in accordance with the type of call from A to B1.
2) Second and subsequent Call

The calling number (B2) is the number selected by the original caller (A) in point b.1. The interconnection cost charging of the second
call is in accordance with the type of call from A to B2.
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c. Directory Access
TELKOM provides Directory Access service using 108 access number.
The method to call Directory Access Service by the User is by accessing directly to 108 from Local FIXED NETWORK User with local call
type, or using area code and access code (OABC + 108) for the call from JARBER User or Long Distance call to Directory Access service in
accordance with the intended territory.
The interconnection cost of the Directory Access service is calculated in accordance with the call scenario type by taking into account PoI
location and charging area where the Directory Access service is, besides, Directory Service Cost Rp 500/call will also be imposed.
Table 9. Directory Access Service
International Tariff Accounting

Number Originating Service (Rp/mnt) Method
108 TELKOM Customer Number Information Basic Telephony Interconnection Ssi Tariff + Direct
Rp 500/Call
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d. Emergency Service
Emergency Service (11X) is the service used to access the authority handing the emergency matters, such as police, ambulance, fire fighting
office and so forth.
It is the unpayable service for the User but INDOSAT FIXED NETWORK is charged with the infrastructure use cost in providing the emergency
service consisting of the emergency service facility use cost and network element occupancy. The business scheme is the inter operator mutual
agreement.
The emergency service that can be accessed through TELKOM FIXED NETWORK is
Table 10. Emergency Service
International Originating Tariff Accounting

Number Service (Rp/mnt) Method
110 Police Basic Telephony Interconnection Ssi Tariff Direct
112 Emergency call specially for mobile network user Basic Telephony Interconnection Ssi Tariff Direct
113 Fire Extinguisher Basic Telephony Interconnection Ssi Tariff Direct
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115 SAR Basic Telephony Interconnection Ssi Tariff Direct
117 TELKOM JARTEL disturbance complaint Basic Telephony Interconnection Ssi Tariff Direct
118 Ambulance Basic Telephony Interconnection Ssi Tariff Direct
Call to Emergency Service is made by directly accessing (11X) in the case of call from Local FIXED NETWORK User or using area code and
access code (0ABC+11X) in case it is from JARBER user.
e. Special Service
It is the service access used to access the telecommunication service for easier or smooth service to the public, for example information
providing.
INDOSAT FIXED NETWORK is charged with infrastructure use cost in providing the special service consisting of costs of using the special
service facility and network element occupancy.
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The business scheme is the inter operator mutual agreement.
Types of Special Service provided by TELKOM are:
Table 11. Special Service
International Tariff Accounting

Number Originating Service (Rp/mnt) Method
103 TELKOM Time Information Basic Telephony Interconnection Ssi Tariff Direct
107 International operator assistance Basic Telephony Interconnection Ssi Tariff Direct
109 TELKOM Customer Telephone Billing Basic Telephony Interconnection Ssi Tariff Direct
Information
Call to Special Service for 10X is made by directly accessing for the call from Local FIXED NETWORK User with local call type, or using area
code and access code (0ABC+10X) for the call from JARBER user or Long Distance call to Special Service.
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A. ADDITIONAL SERVICE
Additional service is the Short Message Service (SMS) being the short message service delivery among the telecommunication user. SMS terminating
cost is Rp 38 per SMS.
So long TELKOM and INDOSAT are not ready to make record and process of SMS recording data, SMS service is not charged with Interconnection
Cost. All revenues received by the Access Searchers sending SMS will be fully the right of the relevant Access Searcher.
B. ADVANCE BASIC TELEPHONY SERVICE

As the administrator of FIXED NETWORK as well as Basic Telephony Service Administrator TELKOM has the Advance Basic Telephony Service that
can be called by the users of Access Searcher JARTEL. The technical, operational and business criteria for INDOSAT FIXED NETWORK to make the
call of TELKOM’s Basic Telephony Advanced Service is as follows:
1. The said service access traffic is channeled by Near End routing through the nearest TELKOM Gate Central.
2. It can be accessed by all users of INDOSAT FIXED NETWORK.
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3. Interconnection tariff is applied equally both for users of INDOSAT FIXED NETWORK JARTEL with Post Paid and Prepaid payment system.
4. In case of arrear of payment from the User of INDOSAT FIXED NETWORK for the Basic Telephony Advance Service call, it will become the
responsibility of the Access Searchers.
The Basic Telephony Advance Services provided by TELKOM are:
1. TELKOM Free (0800 1 X1 – X6)
It is the IN-based basic telephony service charging all call costs to the TELKOM Free Subscribers being called.
It uses access code 0800 1 X1 – X6.
The call is made by direct access to 0800 1 X1 – X6.
INDOSAT FIXED NETWORK will route TELKOM Free call through the nearest TELKOM PoI.
Original INDOSAT FIXED NETWORK call will not collect the TELKOM Free call cost to the User so that there will be no billing and
collection process cost, but INDOSAT FIXED NETWORK is entitled to Interconnection Cost from TELKOM for that call.
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2. TELKOM Split Charging (0804 1 X1 – X6)
It is the IN-based basic telephony service charging part of call costs to the caller and some other part to TELKOM Split Charging Subscribers
being called.
INDOSAT FIXED NETWORK will route TELKOM Split Charging call through the nearest TELKOM PoI.
Original INDOSAT FIXED NETWORK call is entitled to collect the TELKOM Split Charging call cost to the User maximum to the amount as
stipulated by TEKOM. Amount of interconnection tariff being the right of TELKOM is equally applied to all calls to access number of
TELKOM Split Charging.
3. TELKOM Vote (0806 1 X1 – X6)
It is the IN-based basic telephony service charging the certain call as per call to TELKOM Vote caller.
INDOSAT FIXED NETWORK will route TELKOM Vote call through the nearest TELKOM PoI.
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Original INDOSAT FIXED NETWORK call is entitled to collect the TELKOM Vote call cost to the User maximum to the amount as stipulated
by TEKOM. Amount of interconnection tariff being the right of TELKOM and Information Cost or Added Value Service Cost are equally
applied to all calls to access number of TELKOM Vote.
4. TELKOM Uni (0807 1 X1 – X6)
It is the IN-based basic telephony service charging the call by the local tariff and the remaining is charged to TELKOM Vote Subscribers being
called.
INDOSAT FIXED NETWORK will route TELKOM Uni call through the nearest TELKOM PoI.
Original INDOSAT FIXED NETWORK call is entitled to collect the TELKOM Uni call cost to the User maximum to the amount as stipulated
by TEKOM. Amount of interconnection tariff being the right of TELKOM is equally applied to all calls to access number of TELKOM Uni.
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5. TELKOM Premium (0809 1 X1 – X6)
It is the IN-based basic telephony service giving the information or added value service for the community provided by the Premium Call service
administrator and charging the call to the caller by Access Cost and Information Cost or Added Value Service Cost.
INDOSAT FIXED NETWORK will route TELKOM Premium call through the nearest TELKOM PoI.
Original INDOSAT FIXED NETWORK call is entitled to collect the TELKOM Premium call cost to the User maximum to the amount as
stipulated by TEKOM. Amount of interconnection tariff being the right of TELKOM and Information Cost or Added Value Service Cost are
equally applied to all calls to access number of TELKOM Premium.
6. Call Center Service Access (140XXx) and (500XXX)

It is the basic telephony service access to the special number owned by the administrator of Call Center Service (140xx) connected with
TELKOM FIXED NETWORK.
It uses access code 140XX.
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The call is made by direct access to 140XX without using area code.
INDOSAT FIXED NETWORK will route Call Center Service (140XX) through the nearest TELKOM PoI.
The amount of interconnection tariff being the right of TELKOM is equally applied to Call Center Service Access while (OABC) 500XYZ is in
accordance with the basic interconnection tariff.
The tariff of Basic Telephony Advanced Service provided by TELKOM is as contained in the following table:
Table 12. Basic Telephony Continuation Service Tariff
Tariff (Rp/mnt)
Basic Telephony Retail INDOSAT TELKOM Accounting
No Continuation Service Caller Right Right Method
1 TELKOMFree (0800-I-X1...X6) Rp 0 JARBER Rp 360 Retail Direct
FIXED NETWORK Rp 73
2 TELKOMSplit Charging (0804-I-X1...X6)Max Rp 1100 Rp 750 Rp 350 Direct
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3 TELKOMVote (0806-I-X1...X6)* Max Rp 1200 Rp 630 Rp 570 Direct
4 TELKOMUni (0807-I-X1...X6) Max Rp 750 Rp 550 Rp 200 Direct
5 TELKOMPremium Max Rp 3800 Rp 1,700 Rp 2.100 Direct

(0809-I-X1...X6)
6 TELKOM Call Center (140XX) not regulated Rp 200 Direct
C. MODULE 5: TELKOM ACCESS SERVICE

TELKOM access service provided is SLI 007 Service Access. Besides as the administrator of International FIXED NETWORK with SLI 007 Access
Code, TELKOM also acts as the Administrator of international connection Basic Telephony Service. As the Basic Telephony Service Administrator, TELKOM
is entitled to determine the collection tariff amount and is obliged to perform the service functions such as billing processing, invoicing, payment acceptance as
well as bearing the arrear risk.
SLI 007 Access Service offered by TELKOM is the interconnection cooperation with the Interconnection tariff as contained in Access Searcher DPI.
Besides interconnection, the cooperation can be extended to the cooperation in pre-selection of Administering SLI 007 Service Access and service functions in
administering SLI 007 Service Access performed based on the business agreement with the Access Searcher.
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SUPPORTING DOCUMENT C
LIST OF INTERCONNECTION SERVICES
A. INDOSAT’s Interconnection Services
1. General Terms
1.1. INDOSAT can only provide commercial interconnection services if all of technical aspect, administrative aspect, and financial aspect have met the
requirements as contained in DPI INDOSAT.
1.2. INDOSAT’S Interconnection Services consist of Termination Interconnection Service, Originating Interconnection Service and Transit Interconnection
Service.
1.3. The terms of INDOSAT’S Interconnection service provision refer to the List of Interconnection Service and the Planning and Operation contained in DPI
INDOSAT
2. Termination Service
2.1. INDOSAT Termination Service to TELKOM so that TELKOM can make a termination of call to INDOSAT Network.
2.2. Termination service to INDOSAT network consists of:
a. Termination to INDOSAT’s local fixed network;
b. Termination of SMS Cellular Mobile Network and/ or Local Fixed Network of INDOSAT.
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2.3. List of INDOSAT Termination service provided to TELKOM is as follows:
a. Termination to INDOSAT Local Fixed Network
Ref Description of Termination Service Tariff

TE23 Local Termination from TELKOM FIXED NETWORK to INDOSAT Local FIXED NETWORK Rp.73/minute
TE24 Long Distance Termination from TELKOM FIXED NETWORK to INDOSAT Local FIXED Rp.569/minute
NETWORK
TE26 Termination from TELKOM as SLI Service Administrator to INDOSAT Local FIXED NETWORK Rp.549/minute
TE27X Local Termination from TELKOM as Long Distance Service Administrator to INDOSAT Local Rp.174/minute
FIXED NETWORK
TE28X Long Distance Termination from TELKOM as Long Distance Service Administrator to INDOSAT Rp.569/minute
Local FIXED NETWORK
Local Termination from PARTNER Local FIXED NETWORK transit via Telkom (local call) Rp.73/minute
Local Termination from PARTNER Local FIXED NETWORK transit via Telkom (long distance call) Rp.174/minute
Local Termination from PARTNER Jarber transit via Telkom Rp.152/minute
Domestic Termination from PARTNER Satellite Jarber transit via Telkom Rp.564/minute
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b. Termination of SMS Cellular Mobile Network and/ or Local Fixed Network of INDOSAT
Ref Description of termination service Tariff

TE31 Termination of SMS from TELKOM to INDOSAT’s cellular mobile network and/or local fixed network Rp 38/message
Note: As long as TELKOM and INDOSAT are not ready yet to make recording and processing of SMS recording data, then the SMS service shall not be charged
with interconnection cost. All revenues received by the access searchers of SMS senders will become the right of such access searchers in full
3. Originating Service
3.1. Originating Service is provided to the Operators of International Connection Fixed Network who have OOX access code and the Operators of Distant
Direct Connection Fixed Network who have JJ 0 access code in their service operations.
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3.2. Billing retail process and collecting to INDOSAT’s Customers become the right and also obligation of TELKOM.
3.3. In case that TELKOM wants that INDOSAT performs the retail billing process and collecting to customers, then INDOSAT will charge additional fee as
follow:
a. Billing process cost : Rp 82,- / record; and
b. Collecting cost : 1% of the total amount collected.
3.4. INDOSAT’s originating and network services are as follow:
Ref Description of Originating service Tariff

Originating of SLI call from local fixed network of INDOSAT by using 00X access code belonging to Rp 549/ minute
TELKOM
I, Rahmi Yunari Ali, SS, an authorized and sworn translator, by virtue of Decision of Governor of DKI Jakarta No. 2238/2004, do hereby declare that on this
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D. MODULE 6: MISCELLANEOUS SERVICE
Miscellaneous service is the service provided by TELKOM for smooth operational of Interconnection Service administration between the Access
Searcher and TELKOM. Types and tariff of the said service are as follows:
1. FPI and SARTEL Services

FPI service comprises the procurement of instrument collocation facility, space for instrument, telecommunication tower lease complete with
power supply with AD/DC from PLN or Genset (not from UPS), air conditioning (AC) as well as grounding facility.
SARTEL service is in terms of subscriber circuit (SL) and IDR for Interconnection Link that should be the responsibility of the Access Searcher.
Service tariff for FPI and SARTEL is in accordance with prevailing Cooperation Agreement on Sartel and Sarpen Utilization.
2. Billing Processing, Billing Statement Issue and or Collection Services

The billing processing service comprises the interconnection billing and or retail billing.
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Billing processing service is the call data processing (CDR) service and rating processing being the invoice data.
Billing Issue service is the issue of billing to the Subscribers based on the data provided by the Access Searcher with the format in accordance
with the provision of TELKOM.
Collection service is the service receiving the payment for the invoice receipt.
In the event of procurement of the billing processing, billing issue and or collection services relating to the Interconnection Call with TELKOM
JARTEL, this service providing can be contained and being an integral part of the Interconnection Agreement.
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COOPERATION AGREEMENT
BETWEEN
PT TELEKOMUNIKASI INDONESIA Tbk
AND
PT INDOSAT, Tbk
ON
TELECOMMUNICATION NETWORK INTERCONNECTION
FIXED NETWORK TELKOM WITH CELLULAR MOBILE NETWORK INDOSAT
NUMBER: 145/HK.810/DCI-A1000000/2007
NUMBER: 0002/C00-CC0/LGL/2007
This agreement is entered into and signed on Tuesday of 18 December 2007, in Jakarta between:
I. PT TELEKOMUNIKASI INDONESIA Tbk, a company that provides the services and telecommunication network, which was formed and established
by under the law of the Republic of Indonesia, domiciliating at Jalan Japati No. 1 – Bandung 40133, in accordance with KD.45/HK.240/SEK-30/2003
dated 30 June 2003, which in this Agreement is legally represented by Mr. MUNADI, Executive General Manager of CIS Division, hereinafter to be
referred to as TELKOM,
II. PT INDOSAT, Tbk, a company which provides telecommunication services and network that was formed
and established under the law of the Republic of Indonesia, domiciliating at Jalan Medan Merdeka Barat no. 21 – Jakarta 10110, in accordance with the
Power of Attorney of the President Director No. 235/IBO/LGL/07-POA dated 13 December 2007, which in this Agreement is legally represented by
Ms. NOOR S.D.K. DEVI, Group Head Wholesale & Carrier Relations, hereinafter to be referred to as INDOSAT.
For the purpose of this Agreement, TELKOM and INDOSAT, are respectively to be referred to as “the Party”, and jointly to be referred to as “the Parties.”
By primarily considering and taking into account the following:
a. That TELKOM has possessed the Permits for the Implementation of Fixed Telecommunication Network and Implementation of Basic Telephone
Service, by virtue of the Ministerial Decree of Transportation No: KP. 162/2004 on Permits for Implementation of Fixed Telecommunication
Network and Basic Telephone Service of PT Telekomunikasi Indonesia Tbk (Persero) dated 13 May 2004;
b. That by virtue of the Ministerial Decree of Informatics and Communication No: 102/KEP/M. KOMINFO/10/2006 dated
11 October 2006, concerning Permit for Implementation of Moving Cellular Network of PT Indosat, Tbk. with national coverage areas;
c. That TELKOM has owned the Offering Interconnection Document (DPI), hereinafter to be referred to as “DPI TELKOM”;
d. That INDOSAT has owned the Offering Interconnection Document (DPI), hereinafter to be referred to as “DPI INDOSAT”;
e. That the Parties have signed the following agreements:
1) The Cooperation Agreement between TELKOM and INDOSAT No: PKS.157/HK.810/ENT-30/2005 – No: 156/CO0.CCO/LGL/05 dated
1 December 2005 concerning the Fixed Telecommunication Network (FIXED NETWORK) of TELKOM and Moving Cellular Network
(CELLULAR MOBILE NETWORK) of INDOSAT;
2) The Operational Cooperation Agreement (PKSO) of TELKOM and INDOSAT No: K.TEL.089/HK.810/NET-80/1999 – No.:
PKS.047/STL/CELL/VII/1999 dated 5 July 1999 concerning the PKSO on Interconnection Telecommunication Network between Network
Division of TELKOM and INDOSAT (formerly PT Satelindo);
3) The Operational Cooperation Agreement (PKSO) of TELKOM and INDOSAT No: 113/DO1/OP.010/02/2002 dated 16 April 2002
concerning the Interconnection PSTN Network of TELKOM and the Moving Cellular Network of INDOSAT (Ex. PT. IM3);
4) NOKES between TELKOM and INDOSAT No: 40/HK.840/CISCO0/2006 – No: 008/C00-CC0/LGL/06 dated 13 July 2006 concerning the
Try Out of Interconnection Telecommunication Network.
All the above mentioned PKS and NOKES shall be jointly hereinafter referred to as “PKS Interconnection”;
TELKOM and INDOSAT agreed to bind each other in the “Agreement of Interconnection Telecommunication Network” (hereinafter to be referred to as
“Agreement”), with the provisions and regulations formulated as follows:
CHAPTER I – GENERAL PROVISION

Article 1 – Definition
Unless otherwise regulated separately, the Parties agreed to interpret the words, and/or terms used in this Agreement in accordance with the definition stipulated
in the Supporting Documents E (concerning “Definition and Interpretation”).
Article 2 – Interconnection Coverage
2.1 The Parties agree to operate Interconnection between FIXED NETWORK TELKOM and CELLULAR MOBILE NETWORK INDOSAT including the
distribution of Interconnection Call of various types of JASTEL and JARTEL belong to the Parties.
2.2 With regard to the Interconnection between JARTEL of the Parties as referred in the article 2.1. , each Party is obliged to open all Prefixes and /or Access
Codes which are legally used and activated by the other Party, including to open the relevant customer number’s block and/or office code in such a way
each User/Customer of each Party, by referring to the provisions and regulations in this Agreement, shall be able to:
a. call and/or receive calls from the customer number of other Parties;
b. use the features that can be functioned for Interconnection Call, such as SMS, call forwarding, and the similar types;
c. access or use various types of JASTEL which are attached to the JARTEL of other Party, both independently organized by the concerned Party and
jointly organized with the third party, including but not limited only to the access to the SLI and added value services.
2.3 The use of features and accesses of JASTEL referred to in article 2.2.b and 2.2.c can only be applied as long as it has been agreed technically and on a
business level and stipulated in this Agreement.
2.4 The access from the Users of the respective Party to the services operated by the other Party in addition to the other parties as referred to in article 2.2. can
be applied based on the agreement of the Parties stipulated in this Agreement.
2.5 Unless there are business and technical constraints and based on the agreement of the Parties, if TELKOM has made an interconnection agreement with
the third party, then TELKOM will open the interconnection, therefore between the users of CELLULAR MOBILE NETWORK INDOSAT and the users
of third party’s JARTEL can apply the Interconnection Call one to each other through FIXED NETWORK TELKOM.
Article 3 – Time Period
3.1. This agreement shall be valid for 2 (two) years starting from 1 January 2008 and can be extended or terminated before the expiry date ends based on the
agreement of the Parties stipulated in the Amendment/Side Letter.
3.2 This agreement can be evaluated every 6 (six) months in order to fulfill the technical and/or business needs with aim of supporting the smooth work
process in the current year and/or its development in the following years.
3.3. With the ending of the Agreement, all rights and liabilities of each Party which have not been performed until the ending of this Agreement, shall still be
fulfilled by the concerned Party in accordance with the regulations stipulated in this Agreement.
3.4. In order to maintain the service to the Users of each Party, the call from the Users of one of the Parties to the Users of the other party can be channeled
through the other Network Operator which interconnects with each Party.
CHAPTER II PROVISIONS OF THE PARTIES

Article 4 – Good Will
Each Party gives assurance to the other Party that its Party will carry out this Agreement with good will and integrity. None of the Provisions and/or
interpretation
over the provisions in this Agreement or the ambiguities in this Agreement will be used by one Party to take advantages in an inappropriate manner which will
cause losses to the other Party.
Article 5 – Independent Company

Each Party herewith confirms that its Party represents an independent company and does not act as or on behalf of any third party, and is fully responsible on any
act it takes in the drafting and the implementation of this Agreement.
Article 6 – Rights and Liabilities of TELKOM
6.1. In addition to the liabilities stipulated in the other Articles in this Agreement and/or the relevant Supporting Documents, TELKOM shall be obliged to:
a. Perform the billing process of the interconnection for the interconnection settlement purpose.
b. Pay the expenses that have become the right of INDOSAT, in which for the services of TELKOM that are used by the Users of INDOSAT, such
expenses consist of Interconnection costs, billing and the claims to the Users and the risk of bad debt.
c. Implement the concerns agreed in the billing and claim mechanism with regard to the service access of TELKOM by the Users of CELLULAR
MOBILE NETWORK INDOSAT or the service access of INDOSAT by the Users of FIXED NETWORK TELKOM, as stipulated in the
Supporting Documents B (concerning the “Claims and Payment”).
d. Implement the concerns agreed in the billing and claim mechanism with regard to the service access of TELKOM (such as: IN Service, Added
Value service, and features) by the Users of CELLULAR MOBILE NETWORK INDOSAT.
6.2 In addition to the rights stipulated in the other articles in this Agreement and/or the relevant Supporting Documents, TELKOM has the rights to:
a. Receive the payment of Interconnection Costs that belong to the right of TELKOM
b. Determine the value of the retail tariff of all TELKOM services (such as: SLI service, IN service and features) charged to the users in CELLULAR
MOBILE NETWORK INDOSAT.
c. Receive the income payment on services that belongs to the right of TELKOM as referred in letter b.
d. Receive the payment on the costs that belong to the right of TELKOM in relation to the agreement in the billing and claim mechanism stipulated in
the Supporting Documents B (concerning the “Claim and Payment”).
Article 7 – Rights and Liabilities of INDOSAT
7.1 In addition to the liabilities stipulated in the other Articles in this Agreement and/or the relevant Supporting Documents, INDOSAT shall be obliged to:
a. Perform the billing process of the interconnection for the interconnection settlement purpose.
b. Pay the interconnection cost which has become the right of TELKOM.
c. Implement the concerns agreed in the claim and billing mechanism with regard to the service access of TELKOM by the Users of CELLULAR
MOBILE NETWORK INDOSAT or the access of services of INDOSAT by the Users of FIXED NETWORK TELKOM, as stipulated in the
Supporting Documents B (concerning the “Claim and Payment”)
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d. Implement the concerns agreed in the billing and claim mechanism with regard to the service access of TELKOM (such as: IN service, Added Value
Service, and features) by the Users of CELLULAR MOBILE NETWORK INDOSAT.
e. If TELKOM acts as the operator of the services, besides relating to the prevailing tax regulation, INDOSAT does not have the right to add any value
component into the retail tariff of TELKOM services.
7.2 In addition to the rights that are implicitly and explicitly explained in other Articles in this Agreement and or the relevant Supporting Documents,
INDOSAT has the right to:
a. Receive the payment of Interconnection Costs which belong to the right of INDOSAT
b. Receive the payment of the expenses that belong to the right of INDOSAT with regard to the agreement in the billing and claim mechanism which is
stipulated in the Supporting Documents B (concerning the “Claim and Payment”)
c. Receive the payment on the expenses that belong to the right of INDOSAT related to the concerns agreed in the claim and payment mechanism of
the TELKOM service access (such as: IN service, Added Value Service, and Features) by the Users of CELLULAR MOBILE NETWORK
INDOSAT.
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Article 8 – Representation and Assurance
8.1. Each Party gives assurance and states that its Party is fully authorized (both individual which represents each Party and the company as the legal entity) to
bind itself to this Agreement and implements the rights and liabilities in accordance with the provisions in this Agreement, and that each Party has taken
necessary steps to obtain the legal authority on its binding and the implementation of this Agreement.
8.2 Each Party gives assurance that its Party has the financial source needed in paying the liabilities and implementing this Agreement, and guarantees that
there is no burden, responsibility or collective responsibility, liability or the operational limitation from the Party which states that this assurance hampers
or disrupts the implementation of the liabilities based on this Agreement.
8.3 Each Party gives assurance that there is none of self-binding and the implementation of this Agreement will breach a debt agreement or other
12
agreements, and that it is not a violation against such an agreement in which the Party that gives assurance is included.
8.4 As the requirement for the Parties to bind themselves in this Agreement, each Party promises, guarantees and states to the other Party that:
a. The concerned Party including its officials, commissioners and employees and agents or representatives, or its individual or body that are affiliated
to it indirectly and directly, in implementing this Agreement, shall be obliged to at anytime be subject to the prevailing regulations in Indonesia.
b. This agreement is legally made and implemented by the concerned Party and represents the prevailing and legally binding Agreement based on the
prevailing regulations in Indonesia, and none of those binding and drafting nor the implementation of the provisions of this Agreement will be
against or cause the breach of law.
c. The concerned Party shall be obliged to submit the reports required in accordance with the regulations and to pay all the due taxes in relation to the
payments by the Company to the other Party.
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Article 9 – Provision of Information and Confidentiality
9.1. Each Party shall be obliged to provide relevant information needed by the other Party in order to build and implement the Interconnection based on this
Agreement.
9.2. The Parties agreed to treat all of the exchanged information between them as a confidential matter (“Confidential Information”). Therefore, the Parties will
not reveal such information to anyone both partially and entirely, except for the concerns that are strictly allowed in the below article 9.4.
9.3. One of the Parties is not allowed to use the Confidential Information for other purposes other than for the implementation of this Agreement, including
using it to gain benefit for whoever, without obtaining the written approval from the Party which has the referred Confidential Information.
9.4. The Parties can reveal the Confidential Information only to the shareholders, directors, commissioners of each Party, the employees of each Party who
directly relates to the drafting and implementation
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of this Agreement, the advisors and consultants of each Party whose due to their profession and the requirement know the Confidential Information with
objective of the implementation and review of this Agreement and for the purpose of the drafting of several required reports, and to the related government
institution’s officials and court as one of the evidences for the dispute settlement.
9.5. The Parties agreed to make the Confidential Information provided by the owner of the Confidential Information to the recipient of the Confidential
Information become Unclassified Information if:
a. It belongs to public prior to or during the signing of this Agreement;
b. It is received from the third party which receives the information legally from the owner of the Confidential Information and that is not required to
be kept as secret;
c. It is already known by the Party which receives the Confidential Information before such a Confidential Information is revealed;
d. It has been disclosed by the Party to the other Party without the restriction/limitation to reveal such a Confidential Information;
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9.6 The Parties agreed that the provisions on the confidentiality as stipulated in this Agreement are still valid for the period that is determined based on the
prevailing regulations. If the provision of such a time period is still unavailable, it is agreed that the period is 10 (ten) years starting from the termination of
this Agreement due to any causes, without restricting the rights of each Party in using its Confidential Information.
9.7 If necessary, on the day of this Agreement expires due to any causes, both Parties can agree to hand over all the confidential information that were
previously exchanged and/or informed during the Agreement is still valid.
9.8 The above provisions are not applied only on the original but also on the copies, reproductions, summaries and their parts.
9.9 For the state interest, if requested by the authorities, each Party can provide Confidential Information to the related Government institution and/or the Law
Enforcers with written notification to the other Party.
9.10.Inthe case of the Confidential Information is leaked by one Party, the Party which has the information has the right to request for an explanation from the
other Party.
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9.11. If it is proven that there has been a leak of information which is supposed to be kept in secret, the Party which has the information has the right to request it
and the Party which reveals the information shall be obliged to make several necessary efforts in order to stop the leakage and minimize its impacts at least
in the 7 (seven) calendar days starting from the day that the Party having information receives a formal announcement on such a leakage.
9.12 If the liabilities stipulated in article 9.11 are not performed, the Party which has the leaked information, can terminate the implementation of this
Agreement temporarily, until such liabilities are fulfilled based on article 9.11.
Article 10 – Rights related to Intellectual Property
10.1 The Parties agreed that the Intellectual Property Rights inflicted from and during the application of this Agreement shall still belong to the Party which
creates or owns it.
10.2 The Parties agreed that the Agreement is not made by the purpose of changing and/or transferring the rights, a license and/or any intellectual properties
belonged to one Party to the other Party.
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Article 11 – Transfer of Rights and Liabilities
11.1 This agreement is valid and binding the Parties which sign it, the replacements and those who gain benefits from it.
11.2 One of the Parties can not transfer its rights and liabilities to the third party unless it is approved in writing by the other Party.
Article 12 – Acquittal
12.1 The failure of one Party in implementing one of or several liabilities based on this Agreement, does not discontinue the other Party from continuing to
implement this Agreement and the Party which can not perform such liabilities will still have to strive for the implementation of its liabilities and bear the
costs inflicted by such a failure.
12.2 The absence of claim by one Party in relation to the violation against a provision in the Agreement, committed by the other Party, does not represent
acquittal from implementing the provision.
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Article 13 – Responsibility Over Negligence
13.1 The negligence of one Party which directly causes the damages in the equipments belong to the other Party in such a way having impact in the losses
suffered by other Party, will become the responsibility of the negligent party.
13.2 The responsibility in a form of compensation over the negligence referred in the Article 13.1 only applies on the losses of goods or equipments which will
be fully compensated by the Negligent Party.
13.3 The responsibility as referred in the Articles 13.1 and 13.2 shall not be valid if the damages or losses suffered by one of the Parties are caused due to
deliberateness or negligence of the third party.
Article 14 – Consultation/Coordination Forum
14.1 The Parties agreed to establish a forum of consultation/coordination that holds regular meetings to solve various problems occurred as the impact of this
Agreement including but not limited to the Technical Meeting whose members are the representation of each Party.
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14.2 All the costs incurred due to the establishment of the coordination/consultation forum, including the meeting costs shall be borne by each Party.
Article 15 – Announcement Letter and Representatives of the Parties
15.1 For the implementation of this Agreement, TELKOM and INDOSAT agreed to appoint the representative of each Party as follows:
TELKOM: Executive General Manager, CIS Division
Address: Gedung Menara JAMSOSTEK 10th Floor
Jl. Gatot Subroto Kav. 38
Jakarta 12710
Phone: 021-52917007
Fax: 021-52892080
INDOSAT: GH Wholesale & Carrier Relation
Address: Gedung INDOSAT, 13 th Floor
Jl. Medan Merdeka Barat no. 21
Jakarta 10110
Phone: 021-3869639
Fax: 021-3848107
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15.2 All announcements, correspondences, requests, approvals required or allowed to be sent to the other Party in accordance with the provisions in
this Agreement (hereinafter to be referred to as “Announcement”) must be made in Indonesian language in writing and sent directly through
courier (each is attached with the signed receipt) or sent by fax with the sending of report on sender confirmation addressed to the representatives
as referred in the article 15.1.
CHAPTER III – Technical and Operational Regulations

Article 16 – Technical Requirements and Interconnection Standards
In operating the Interconnection, each Party must comply with the technical requirements and interconnection standards as stipulated in the Supporting
Documents A (concerning the “Planning and Operation”).
Article 17 – Provision of Equipments, Interconnection Link and FPI
17.1 Interconnection is operated at the Interconnection Point which represents the meeting point between the
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interconnection transmission networks (interconnection link) which connects the Gate Central (SG) of each Party.
17.2 Each Party shall be obliged to provide the interconnection link at its own expenses including all equipments, transmission networks, interfaces and
supporting infrastructures which are needed on the JARTEL side respectively until the Interconnection Point.
17.3 If one party does not have the interconnection link required to be provided, the Party must prioritize the use of transmission network of the other Party
using the rental system based on the provisions and requirements applied in the rental of general telecommunication network.
17.4 Each Party is obliged to provide FPI (Important Facilities for Interconnection) for the interest of other Party which needs the above mentioned FPI, as long
as there is no technical and business constraint.
17.5 The provisions and requirements of the FPI use follow the provisions on the control of Interconnection Capacity as stipulated in the Supporting
Documents A.6 (concerning the “Purchasing and Provision of Interconnection Capacity”).
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17.6 The operation of the FPI referred in Article 17.5, the Parties agreed to use the provisions and requirements as stipulated in the PKS of the use of Sartel or
Sarpen.
Article 18 – Estimation on Interconnection Capacity
18.1 The Parties shall be obliged to give one to each other the information regarding the estimation of the Interconnection Capacity needed by each Party from
time to time based on the requirement and the trend of interconnection traffic (interconnection tariff interest).
18.2 Based on the capacity estimation as referred in the Article 18.1, the Parties will hold Technical Meetings with objective of deciding on the
addition/reduction of the Interconnection Capacity.
18.3 The mechanism of Technical Meeting is stipulated in the Supporting Document A.12 (concerning the “Guidance on Operational Implementation and
Interconnection Maintenance”)
18.4 The resolutions of the Technical Meeting shall be stipulated in the Official Report on the Technical Meeting signed by the representatives of the Parties
and are inseparable parts of this Agreement.
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18.5 The provisions on the operation of Interconnection Capacity between FIXED NETWORK TELKOM and CELLULAR MOBILE NETWORK INDOSAT
are stipulated in the Supporting Documents A.6 (concerning the “Purchasing and Provision of Interconnection Capacity”).
Article 19 – Numbering
The numbering system used by each Party in the implementation of this Agreement must be based on the provisions of National FTP and follow the regulations
which are stipulated in the Supporting Documents A (concerning “Planning and Operation”).
Article 20 – Calling Line Identification (CLI)
20.1 Each Party must assure that for each interconnection call of JARTEL on the side of origination of sending CLI to JARTEL, on the side of transit and
termination, except for the call which comes from the other country whose operation follows the prevailing international regulation.
20.2 The Party which receives CLI will only be allowed to use the CLI information for the following needs:
a. Traffic management and CDR (Call Data Record);
b. Claim management
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c. Administrative needs which are acceptable in the telecommunication industry practices, which cover the trace of a call, call identification that is not
followed by the good will and various forms of statistic compilation in relation to the call origination;
d. Display of the CLI to the customers
e. Various activities that relate to the demand and/or questions from customers;
f. The prevention and detection on fraud;
Article 21 – Interconnection Call Quality

Each Party must make effort so that JARTEL that belongs to its responsibility always reaches the Target of Interconnection Call Service Performance by
referring to the Supporting Documents A.12 (concerning the “Guidance on the Operational and Maintenance of Interconnection”)
Article 22 – Installation of Equipments and Try Out of Interconnection System
22.1 Every installation, connection of the equipments and/or system of one Party with the equipments and/or system of other Party must obtain the approval
from the official/staff of each authorized party in the location.
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22.2 Every opening of new Interconnection in an Interconnection location including the installation/connection of the equipments and/or system of one Party
with the equipments and/or system of other Party must be carried out through a mechanism/phase of Interconnection System Try Out which is stipulated in
the Supporting Documents A.11 (concerning the “Guidance of the Implementation of Interconnection System Try Out”).
22.3 The costs incurred during the implementation of Interconnection System Try Out shall be fully borne by and become the responsibility of the Party with
interest in the installation, connection of the equipments/system or the opening of the new Interconnection in the referred location.
22.4 The costs mentioned in the foregoing Article 22.3 shall be fully paid 14 (fourteen) calendar days at the latest; starting from the date of the claim on the
costs of such an Interconnection System Try Out is received.
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Article 23 – System/Sub System Modification
23.1 If one Party (“The Party which applies the modification”) will do the transfer, replacement or modification of system/sub-system, including but not limited
to the equipments of transmission, central equipments and terminal in such a way the system and/or sub system of the other Party (“The Party which is
affected by the modification”) must also be replaced or modified or whose performance is disrupted, then the Party which applies the modification must
provide written announcement to the other Party at the latest 3 (three) months prior to the date when the transfer/replacement/modification is carried out.
Such an announcement shall include the technical details of the system modification. Soon after the announcement is made, each Party shall be obliged to
provide information requested by the other Party including, if possible, the potential impact on the system of the other Party.
23.2 The Party which is affected by the Modification must inform the Party which applies the modification regarding every change needed by including the cost
estimation with regard to the modification, calculated based on the normal cost in accordance with the good engineering practices at the latest not more
than 10 (ten) calendar days after the announcement is received.
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23.3 If the Party which applies the modification agrees with the required changes and the estimation of the such modification costs (if any), in the period of 3
(three) months starting from the date of the announcement as referred to in Article 23.2, the Parties shall in writing agree with the plan of System
Modification implementation, and the Party which is affected by the Modification must conduct the modification based on the agreed plan and cost
estimation.
23.4 If the Party which applies the Modification does not agree with the required modification and/or the cost estimation referred in Article 23.2 (if any), the
Party which applies the Modification shall be obliged to inform the Party which is affected by the Modification, and the Parties agree to enact the issue as
Dispute. Whether or not the Party which applies the modification shall be obliged to implement the modification of the above mentioned system, is
determined by the results of the Dispute settlement.
23.5 Once the modification of the above mentioned system/sub system is completed, the Party which is
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affected by the Modification will send invoice to the Party which applies the modification whose amount does not exceed the agreed cost estimation. If the
required cost is lower than the estimation range of the agreed cost, the payment is made equal to the amount of the required cost. On contrary, if the
required cost is actually higher than the estimation range of the agreed cost, the payment is made based on the agreed cost estimation.
23.6 Each Party must bear the cost incurred from the system modification if:
a. The Parties shall in writing agree to replace/modify each system/sub system for the collective benefit; or
b. Replacement/modification of the system is needed to apply the technical standards determined in the regulation.
23.7 If the modification of the system/sub system of one Party or both Parties cause the modification of the Technical Specification as stipulated in the
Supporting Documents D (concerning “Technical Specification”), then each Party must primarily modify the Supporting Documents in a form of Official
Report prior to applying the modification of the system/sub system which hereinafter stipulated in the Amendment/Addendum during the application of
the modification on this Agreement.
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Article 24 – Operation and Maintenance
24.1 The physical limit of operational and maintenance responsibility over the interconnection equipments of each Party is the Interconnection Point, as referred
in the Supporting Documents A Part E (concerning the Interconnection Point and Gate Central) of this Agreement.
24.2 Each Party must try to assure and improve the quality of the distribution of Interconnection Call by running the most proper operational and maintenance
activities.
24.3 With regard to the effort in realizing the achievement and improving the standard of service quality to the Customers of each Party, the Parties agree to:
a. Provide each other the information and data on the measurement of interconnection link traffic between the Gate Central of each Party.
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b. Determine the technical parameter and the service of network access in a measurable manner during a certain period of time based on the expected
condition.
24.4 The Parties agree to implement the operation and joint maintenance in dealing with the daily disruptions and Disaster Recovery System for the disturbance
caused by Force Majeure.
24.5 The guidance of the Operational and Maintenance Implementation of the Interconnection is stipulated in the Supporting Document A.12 (regarding the
“Guidance of the Operational and Maintenance Implementation of Interconnection”).
Article 25 – Protection and System Security

Each Party is fully responsible for the operational security of its system, and must take every necessary step in such a way the system operation will not:
a. Endanger the safety and health of the employees, contractors, workers, agents or customers of the other Party;
b. Damage, disrupt or cause problems to the system operation of the other Party.
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CHAPTER IV – FINANCIAL PROVISIONS
Article 26 – Services and Tariff
26.1 Each Party provides interconnection services and various other services with regard to this Agreement including the list of tariffs of each service provided
as stipulated in the Supporting Document C (concerning the “List of Interconnection System and Price”).
26.2 Each Party can modify, add, reduce or replace the list of services and tariffs as referred to in Article 26.1 through an announcement letter, addressed to the
other Party and the new tariff will be effectively valid at the latest 30 (thirty) days since the date of the announcement letter, by referring to the following
provision:
a. For the services tariff which must first get the approval from the Regulator, the application of the tariff revision shall be approved in advance by the
Regulator.
b. For the service tariff which does not need the approval from the Regulator, the application of the tariff must go through the following procedures
hereof:
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1) The Party which intends to revise the tariff shall make a written announcement regarding the “Price Revision Proposal”. In the Price
Revision Proposal, the proposed change of type and service price are stated including the timing for the application, and the reason for the
need of price revision;
2) In 5 (five) working days at the latest after the announcement is received, the Party which accepts the proposal shall be obliged to inform the
Party which initiates the proposal that the concerned Party has received the announcement on the Price Revision Proposal;
3) The Party which accepts the proposal must respond to the Price Revision Proposal (accept or reject) at the latest in 15 (fifteen) working days
after the issuance of the announcement as referred to in point 2);
4) If necessary, the Parties can conduct negotiations in 5 (five) working days at the latest after the issuance of the rejection announcement as
referred to in point 3);
5) If the Price Revision Proposal is approved or if there is an Agreement on price negotiation, the new tariff will be effectively valid starting
from the beginning of the following calendar month (after the approval);
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6) If there is any rejection and/or negotiation fails until the time limit of 15 (fifteen) working days, then both Parties shall complete it based on
the procedure determined in the Framework of Interconnection Dispute Settlement set up by the Regulator. During the process of the
Interconnection Dispute Settlement, the Parties agree to continue the disputed services based on the prevailing regulation, while the
application of new tariff will be subject to the decision of the Dispute Settlement;
7) The Regulator’s decision on the settlement of the dispute as referred to in point 6 has become the final decision and will be valid and
binding for the two Parties.
26.3 Without prejudice to the application of provision in Article 26.2 a and b, whenever modification, addition, reduction and/or replacement of list of services
and/or tariff take place as referred to in Article 26.1, then both Parties agree to modify the relevant Supporting Documents which include the new list of
tariff stipulated in an Official Report and Amendment/ Addendum during the implementation of the revision on this Agreement.
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Article 27 – Charges, Claims and Payment
27.1 Any provision of interconnection services by one Party and which is used by the other Party, the charge will be based on the valid tariff as referred to in
Article 26.
27.2 The mechanism of charges, claims and payment including the settlement of tax with regard to the implementation of this Agreement shall follow the
provisions as stipulated in the Supporting Document B (concerning “Claim and Payment”)
CHAPTER IV – OTHER PROVISIONS

Article 28 – Force Majeure
28.1 If the implementation is not realized or part of or the entire implementation of this Agreement is postponed, this condition is considered as the breach of
Agreement whenever they are caused by Force Majeure and announced in writing to the other Party in 7 (seven) calendar days at the latest, since the
occurrence of the Force Majeure.
28.2 The negligence or the delay by one Party in fulfilling its liabilities to inform the Force
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Majeure, can result in the situation referred to in article 28.1 not be acknowledged by the other Party as the Force Majeure.
28.3 All losses and costs suffered by one Party as the cause of Force Majeure, shall not be the responsibility of other parties.
28.4 The Force Majeure can not be used as an excuse by the Parties to postpone the payment to the other Party with regard to the due payment prior to the
Force Majeure.
28.5 If the Force Majeure has been more than 6 (six) months continuously, the Parties have the right to decide unilateral Agreement by submitting written
announcement to the other Party.
Article 29 – Prevailing Law
29.1 This Agreement is made, implemented and interpreted based on the prevailing laws and regulations in Indonesia.
29.2 Any issues which are not and/or not yet provided for in this Agreement, shall be subject to the prevailing law for the agreement in general, including but
not limited to the Agreement Law stipulated in the Book III of Civil Law.
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Article 30 – Fraud
30.1 One Party shall be prohibited committing fraud against the other Party.
30.2 If one Party is considered committing fraud against the other Party, then the other Party can file claim against the Party which is suspected of committing
the Fraud.
30.3 The Party which is considered as committing Fraud shall immediately clarify to the other Party by submitting the supporting evidences including but not
limited to the traffic, billing and customer number data, at the latest 14 (fourteen) calendar days after the receipt of the claim by the other Party and it
also has the right to:
a. Postpone the request/addition of services both new and/or existing services, including but not limited to the opening of new number/new number
block, expansion of coverage area of interconnection services, and the other similar services until the Fraud settlement is reached.
b. Reduce, isolate and/or revoke the services provided which have caused the Fraud.
30.4 If the Fraud is committed by the people, other companies/ legal entities, particular organization which work for or cooperate with the Party which is
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suspected of committing the Fraud including the customers/users, then for the clarification until the settlement of the Fraud will become the liability and
responsibility of the Party which is considered of committing the Fraud based on the existing evidences.
30.5 If within the period of more than 14 (fourteen) calendar days starting from the receipt of the claim as referred to in section (2) of this Article, the Party
which is suspected of committing the Fraud does not give clarification, then the other Party can file claim for 3 (three) times to the Party which is
suspected of committing the Fraud.
30.6 If the Fraud is proven, the Party which has committed the Fraud shall be responsible for the Fraud Settlement and the Party which is affected by the Fraud
will be released from any claims and responsibilities and from any parties.
30.7 If in the Fraud Settlement, no agreement reached between the Parties, then the settlement will be carried out through the dispute mechanism as referred to
in the Article 33 of this Agreement.
30.8 If the Fraud is proven as referred to in Article 30.7, then the Party which has committed the fraud shall compensate the losses and/or recalculate the costs
which are supposed to be paid to the Party affected by the Fraud and/or to the third party if any.
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30.9 In addition to the compensation set forth in Article 30.8, the Party which commits the Fraud can also be sanctioned by the unilateral termination of the
Agreement by the Party which is affected by the Fraud without having to wait for the decision of the court’s judge which has fixed legal power. However,
it will not cancel the liabilities to compensate and other liabilities which are supposed to be implemented based on this Agreement.
Article 31 – Breach of Agreement
31.1 If JARTEL or part of JARTEL of one Party, due to certain condition, may cause disruption/technical disturbance on JARTEL or part of JARTEL of other
Party, or threaten to endanger the people’s safety, then the other Party has the right to suspend ( “suspension”) the provision of interconnection services in
the local area.
31.2 If material violation against one or several articles of this Agreement by one Party (including but not limited to the unsettlement of the due payment) takes
place, the Party which suffers the losses has the right to suspend (“suspension”) the
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provision of the interconnection services including to early terminate (early termination) this Agreement.
31.3 The Party affected by the losses shall submit the “Suspension Announcement” to the Party which is considered as having violated the provision in this
Agreement after finding out the strong reason to apply the suspension as referred to in Article 31.1 and 31.2
31.4 The Suspension Announcement shall contain the following hereof:
a. Explanation on the condition that takes place as referred to in Article 31.1 and the location where it occurs, or the existence of violation as referred
to in Article 31.2
b. The request on the correction steps with regard to the condition (if necessary);
c. The explanation regarding the next steps to be taken if the correction steps required as stipulated in point b. are not or fail to be implemented;
31.5 If the Party committing the violation fails to take correction steps as described in the Suspension Announcement within 20 (twenty) working days after the
receipt of the announcement (called “Correction
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Period”), then the Party which is affected by the losses, has the right to reject to continue providing interconnection services until correction steps
explained in the Suspension Announcement are taken by the Party which commits the violation.
31.6 The Party which suffers the losses shall cooperate and provide access permit to the Party which commits the violation in order to take necessary correction
steps.
31.7 The Party which applies the suspension shall provide interconnection and/or connection services to the Party affected by the Suspension immediately after
the termination of the concerns that base the Suspension act.
31.8 If one Party commits violation against the provision in this Agreement and/or Supporting Documents, the Party which commits the violation shall be
sanctioned as referred to in Article 32 of this Agreement.
Article 32 – Sanctions
32.1 In addition to the sanctions provided for in other Articles of this Agreement, then the Parties agree that the violation against the provision in this
Agreement shall be sanctioned, such as the following hereof:
a. Fine;
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b. Compensation;
c. Isolation, delay or disconnection of interconnection services and/or services;
d. Reduction of dimension;
e. Delay of the request/addition of services both new and/or existing ones and/or
f. Unilateral termination of Agreement.
32.2 Before applying the sanction referred to in Article 32.1 of this Agreement on the other Party, the Party shall at first give a written warning in an
appropriate manner at the most 3 (three) times with the break time period of 7 (seven) calendar day for each warning.
Article 33 – Dispute Settlement
33.1 Any disputes caused by the content, interpretation and implementation of this Agreement, shall be settled by the Parties through a consensus.
33.2 If the settlement referred to in Article 33.1 hereof is not reached within 60 (sixty) days, then the Parties agree to settle the dispute by referring to
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the Framework of Interconnection Dispute Settlement as stipulated in the Ministerial Regulation of Communication and Informatics (MENKOMINFO)
no. 8/2006 Attachment 5 or its revisions if any.
33.3 If the dispute settlement referred to in Article 33.2 is not reached, the Parties agree to settle it through the Indonesia National Arbitration Body (BANI)
whose decision is final and binding the Parties.
33.4 During the process of dispute settlement, the Parties shall be still obliged to implement all provisions in this Agreement.
Article 34 – Termination of Agreement
34.1 This Agreement can be terminated by one Party by submitting a written notification in advance by the other Party if:
a. One Party is declared bankrupt based on the legal Court Decision which has fixed legal power;
b. Part or the entire of the permits or licenses of the operation for telecommunication network/services of one Party, is revoked by the authorized party
(Government);
c. Due to any reasons whatsoever, one Party may not be able to perform as the operator of the telecommunication network/service or being dissolved
by the authority.
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d. One Party discontinues its business activities (all similar conditions or the one having similar impact that affects the concerned Party or the legal
entity which controls the concerned Party) for the time period of more than 10 (ten) working days without any written approval to the other Party
e. The Force Majeure takes place, causing one Party (or both parties) fails to perform its liabilities to the other Party continuously within 3 (three)
months.
f. Fraud exists as proven of having caused one Party (or both Parties) suffering losses.
g. If the Party affected by the suspension fails to take correction steps in the period of maximum 3 (three) months, then the Party which does not
commit the violation has the right to terminate the Agreement.
34.2 One of the Parties can at any time terminate this Agreement unilaterally by giving written termination notification to the other party in the period of less
than 3 (three) months prior to the intended date of termination if:
a. One Party requires revision of part or the entire provisions in this Agreement and/or relevant Supporting Documents, however the other Party rejects
without proper reason (without negotiation) or after the negotiation conducted with a good will for less than 3 (three) months always fails; or
44
b. Other Party commits violation against part or the entire provisions in this Agreement and/or the relevant Supporting Documents both intentionally or
unintentionally during 3 (three) months consecutively, without any correction steps, under the condition that such a violation has been announced in
writing by the Party which suffers the losses for 2 (two) times with a normal time interval or;
c. One Party is unable or considered to be unable to settle its due debt liability to the other Party.
34.3 In order to terminate this Agreement, the Parties agreed to put aside the enactment of the provision in Article 1266 of Civil Law Book and release the
rights inflicted if any, in such a way, the unilateral termination of the Agreement by one Party can be legally performed just by the submission of the
written notification to the other Party, without having to wait for the Judge’s decision.
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34.4 If the regulations or license of one Party obliges the conduct of interconnection with the Party whose Agreement is terminated, then the Parties must
conduct negotiation with good will with objective of having new Interconnection Agreement within a normal period of time. If the agreement on a new
Agreement negotiation is not reached, then one Party has the right to hand over the settlement of its case to BRTI based on the procedure and the
Framework of the Interconnection Dispute Settlement.
Article 35 – Cancellation of Claim
35.1 If there are inapplicable provisions or provisions that can not be enforced, based on this Agreement, the Cancellation of the claim on certain violation can
not be interpreted as the cancellation of the agreement on the violation against other provisions.
35.2 The cancellation of the claim on certain violation against the Agreement is considered illegal unless it is made in writing and signed by the Party which
revokes the claim.
Article 36 – Separable Provisions
36.1 If part of the provisions in this Agreement or part of its Supporting Documents due to certain reason
46
become inapplicable or can not be implemented, then the provision can not cancel or affect the validity of the rest of the provisions.
36.2 If there are inapplicable provisions or provisions that can not be enforced as referred to in Article 36.1 hereof, the Parties agreed to cancel the foregoing
provisions.
36.3 The disagreement in replacing the provisions as referred to in Article 36.2 hereof does not affect the enactment of the Articles’ provision and the rest of
Supporting Documents.
Article 37 – Review and Regulator Decision
37.1 One Party can propose a revision of this Agreement by providing the notification on Review to the other Party in the case of:
a. License of one Party has been revised in term of material (both through Amendment or replacement); or
b. A revision in term of material applied in the regulations or national regulations; or
c. This Agreement stipulates the possibility of review, or the Parties approve in writing the necessity of review on this Agreement; or
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d. There is a revision in term of material (including the law enforcement by the regulation body, merger, etc.) which has impact (or considered in that
way) on the technical or commercial aspects of this Agreement; or
e. The entire or part of this Agreement need a review based on certain reason (both technically and commercially).
37.2 The Notification on Review must explain in detail various Articles and/or Supporting Document in this Agreement which need review.
37.3 In the case of the Parties can not reach an agreement on the review of this Agreement, each Party shall settle it based on the provisions of the
Interconnection dispute Settlement as provided for in the Article 33 of this Agreement.
Article 38 – Revision
38.1 One Party can propose the proposal on revision and/or amendment on this Agreement and the Supporting Documents of this Agreement with notification
addressed to other Party which describes in detail the Articles and/or Supporting Documents which are going to be modified.
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38.2 The proposal of the revision and/or amendment to this Agreement can be made based on the following reasons hereof:
a. License of one Party has been revised in term of material (both through amendment or replacement)
b. A revision in term of material is applied in the regulations or national regulations;
c. This Agreement contains the possibility of evaluation, or the Parties approve in writing the necessity of a review on this Agreement;
d. There is a revision in term of material (including the law enforcement by the regulation body, merger, etc) which has impact (or considered in that
way) on the commercial and technical aspects of this Agreement;
e. The entire or part of this Agreement need a review based on certain reason (both technically and commercially).
38.3 Every revision that has been agreed by the Parties will be binding and represents a unity with this Agreement if it is stipulated in a form of Official Report/
Amendment/Side Letter/Addendum and signed by the Parties.
38.4 If the Parties do not reach agreement with regard to the evaluation of this Agreement, each Party shall settle it based on the provisions of the
Interconnection Dispute settlement provided for in Article 33 of this Agreement.
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Article 39 – Structure of Agreement Draft
39.1 The draft of this Agreement shall be divided into 2 (two) groups:
a. The Agreed Articles
b. All Supporting Documents, as specified in the LIST OF SUPPORTING DOCUMENTS in Article 39.3 hereof.
39.2 In the case of existence of difference between the provisions in the parts that are dissimilar with this Agreement, then the provisions that must be obeyed
by the Parties will refer to the following orders hereof:
a. The Agreed Articles
b. The Supporting Documents, as referred to in the LIST OF SUPPORTING DOCUMENTS
39.3 The Supporting Documents of this Agreement is stipulated in the following LIST OF SUPPORTING DOCUMENTS:
a. Supporting Documents A : Planning and Operation
1. Supporting Document A.1 : Information on TELKOM Network
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2. Supporting Document A.2 : Information on INDOSAT Network
3. Supporting Document A.3 : Interconnection Configuration
4. Supporting Document A.4 : TELKOM Numbering Block
5. Supporting Document A.5 : INDOSAT Numbering Block
6. Supporting Document A.6 : Purchase and Provision of Interconnection Capacity
7. Supporting Document A.7 : Management of Data Revision
8. Supporting Document A.8 : TELKOM Routing Table
9. Supporting Document A.9 : INDOSAT Routing Table
10. Supporting Document A.10 : Call Scenario
11. Supporting Document A.11 : Implementing Guidance for Interconnection System Try Out
12. Supporting Document A.12 : Implementing Guidance for the Interconnection Maintenance
13. Supporting Document A.13 : Signaling Transfer Point Working
14. Supporting Document A.14 : Joint Planning Session
b. Supporting Documents B : Claim and Payment
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c. Supporting Documents C : List of Interconnection Services and Price
d. Supporting Document D : Technical Specification
e. Supporting Document E : Definition and Interpretation
39.4 The Supporting Documents as referred to in Article 39.3 hereof represent an inseparable unity and has the equal legal power as this Agreement.
Article 40 – Closing Provisions
40.1 Any concerns which are not yet covered in this Agreement shall be settled through a negotiation between TELKOM and INDOSAT, and the results shall
be stipulated in a separate agreement or Amendment/Addendum to this Agreement which must be treated as a unity and represent the inseparable part, and
have equal legal power with this Agreement.
40.2 All Provisions and Requirements in this Agreement are applied on and binding for the Parties which sign it, the replacements and those who gain benefit
from them.
40.3 The Parties agreed that the settlement of the rights and liabilities of the respective Party prior to the enactment of this Agreement, is implemented at the
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latest 3 (three) months starting from the enactment date of this Agreement based on the provisions in Interconnection PKS.
40.4 With the enactment of this Agreement, the Interconnection PKS as referred in the Circumstance of point e of this Agreement, is declared annul and
inapplicable.
40.5 This Agreement is made in duplicate original, each of which has the same contents, is sufficiently duty-stamped, and shall have an equal legal power after
being signed by the representative of each Party hereto.
IN WITNESS WHEREOF this First Amendment is executed in good faith, to be properly implemented by the Parties hereto.
PT Indosat Tbk, PT TELKOM INDONESIA Tbk,
Sgd sgd & stamp Rp 6,000
GH Wholesale & Carrier Relations EGM CIS Division
53
logo
POWER OF ATTORNEY
No. 235/IBO/LGL/07-POA
The undersigned, JOHNNY SWANDI SJAM , in this matter acting in his capacity as a President Director of and therefore acts for and on behalf of PT
INDOSAT Tbk., a limited liability company domiciliating in Jakarta and with its principal office at Jalan Medan Merdeka Barat No. 21, Jakarta Pusat 10110
(hereinafter to be referred to as the “Authorizer”), does hereby authorize:
NOOR S.D.K. DEVI
Group Head Wholesale & Carrier Relations
(hereinafter to be referred to as the Attorney in Fact)
—PARTICULAR—
to act for and on behalf of PT Indosat Tbk., to sign:
1. The Cooperation Agreement between PT Telekomunikasi Indonesia Tbk and PT Indosat, Tbk concerning the Telecommunication Network
Interconnection FIXED NETWORK Telkom And CELLULAR MOBILE NETWORK Indosat;
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2. The Cooperation Agreement between PT Telekomunikasi Indonesia Tbk and PT Indosat, Tbk concerning the Telecommunication Network
Interconnection FIXED NETWORK Telkom And FIXED NETWORK Indosat.
This Power of Attorney shall not be substituted.
In witness whereof this Power of Attorney is dully made for the proper purposes.
Jakarta, December 13, 2007
The Attorney in Fact The Authorizer,
Sgd sgd & stamp Rp 6.000
NOOR S.D.K DEVI JOHNNY SWANDI SJAM
55
Exhibit 4.4
FIRST AMENDMENT TO
COOPERATION AGREEMENT ON TELECOMMUNICATION NETWORK
INTERCONNECTION UPON FIXED NETWORK TELKOM AND CELLULAR
MOBILE NETWORK INDOSAT
NUMBER: 145/HK.810/DCI-A 1000000/2007
NUMBER: 0002 / C00 – CCO / LGL / 2007
DATED 18 DECEMBER 2007
BETWEEN
PT TELEKOMUNINASI INDONESIA Tbk
AND
PT INDOSAT Tbk
NUMBER: 47/HK.820/DCI-A 1000000/2008
NUMBER: 021 / C00 – CCO / LGL / 2008
This First Amendment is prepared and executed on this day, Monday, March the thirty first of two thousand and eight, in Jakarta between the following parties:
I. PT TELEKOMUNIKASI INDONESIA Tbk., a company dealing in Telecommunication Network and Services which was duly established under the laws
of Indonesia, domiciliating at Jalan Japati number 1, Bandung 40133, by virtue of the Management Decision Number: KD 45/HK.240/SEK-30/2003 dated
30 June 2003, in this First Amendment is legally represented by MUNADI in his position as Executive General Manager of CIS Division, hereinafter to be
referred to as TELKOM.
56
II. PT INDOSAT Tbk, a company dealing in telecommunication network and services, established under the laws of Indonesia, domiciliating in Jakarta
10110 at Jalan Medan Merdeka Barat No. 21, by virtue of the President Director Power of Attorney No. 080/IBO/LGL/08-POA dated 31 March 2008, in
this First Amendment is legally represented by NOOR S.D.K. DEVI in her position as Group Head Wholesale & Carrier Relations, hereinafter to be
referred to as INDOSAT.
For the purpose of this First Amendment, TELKOM and INDOSAT severally are also called Party, and jointly Parties.
WHEREAS:
a. The Parties have entered into the Cooperation Agreement concerning Telecommunication Network Interconnection Number:
145/HK.810/DCI-A1000000/2007 – Number: 0002/C00-CC0/LGL/2007 dated 18 December 2007, hereinafter Agreement;
57
b. The Indonesian Telecommunication Regulatory Board (BRTI) has issued the Letter Number: 009/DJPT.3/KOMINFO/II/2008 dated 5 February 2008
concerning Implementation of Interconnection Regulation Year 2008 as per Attachment-I hereof such that the Parties agreed to amend some stipulations of
the Agreement to harmonize with said regulation;
c. The Parties have agreed to hold a meeting discuss contemplated amendment to the Agreement of which the results are substantiated in the Minutes of the
Meeting as per Attachment-II hereof.
NOW THEREFORE the Parties have agreed as follows:
Article 1
SERVICES AND PRICE
(1) The Parties have agreed to revoke the Supporting Document C of the Agreement concerning the List of Interconnection Services and Price
and to substitute it with Attachment-III hereof.
(2) In the event that there to be Services that have not yet been provided for in the Attachment-III hereof the Parties shall discuss and agree upon the same
and substantiate the agreement in a separate minutes and subsequently enter it into Amendment. Such Minutes and Amendment shall become part and
parcel of the Agreement.
58
Article 2
CALL SCENARIO
The Parties have agreed to revoke the Supporting Document A.10 of the Agreement concerning Call Scenario and to substitute it with Attachment-IV hereof
on Call Scenario.
Article 3
ATTACHMENTS
(1) The attachments hereof shall be part and parcel of the Agreement and have the same legal force as that of the Articles in the Agreement.
(2) The Attachments hereof are comprised of:
a. Attachment-I : Letter of BRTI concerning Interconnection Regulation Implementation Year 2008 dated 5 February 2008
b. Attachment-II : Minutes of Meeting
59
c. Attachment-III : List of Interconnection Services and Price
d. Attachment-IV : Call Scenario
Article 4
CLOSING
(1) Excepting stipulations that have expressly amended or deleted under the stipulation of this First Amendment, all of the terms and conditions of the
Agreement shall remain in force and be binding upon the Parties thereto and their assigns and beneficiaries.
(2) Anything either not yet sufficiently provided for in this First Amendment or not yet agreed upon by Parties hereto – both those contained herein or in the
Agreement – shall be resolved through negotiation between TELKOM and INDOSAT and the results of the negotiation shall be substantiated in Minutes
of Agreement signed by the authorized representatives of the Parties and shall be part and parcel of and have the same legal force as this Agreement.
(3) The Minutes of Agreement referred to in section (2) of this Article shall be collated and substantiated in regularly made amendments as necessary and be
signed by the Parties yet without affecting the effective term of the Minutes of Agreement.
60
(4) This First Amendment is prepared in duplicate original, each of which has the same contents, is sufficiently duty-stamped, and shall have the same legal
force upon execution by the Parties hereto.
IN WITNESS WHEREOF this First Amendment is executed in good faith, to be effective as of 1 April 2008, for compliance and discharge by the Parties
hereto.
PT INDOSAT, Tbk. PT TELKOM INDONESIA, Tbk.
(signed) (signed & duty-stamped)
GH Wholesale & Carrier EGM CIS Division

Relations
61
Ref. No. : 009/DJPT.3/KOMINFO/II/2008
Jakarta,5 February 2008
Classification: Immediately
Enclosure: 1 (one) set
Subject: Implementation of Interconnection
Regulation for year 2008
To:
Managements of Telecommunication Services
(as per attachment)
at
Place
1. In line with the stipulations given in the PM 8/2006 concerning Interconnection in particular Article 19 to the effect that BRTI will annually conduct
evaluation of Interconnection Tender Document (DPI) of the providers and with the provision of the Kepdirjen No. 121/2006 concerning the Procedure for
Evaluation of DPI, DPI evaluation will not be limited to the services and interconnection costs offered.
2. In the frame of the DPI evaluation, BRTI has made recalculation of interconnection costs for year 2008 and the result of the recalculation has been
discussed with the services providers. The discussion covered input data, calculation process, and the impact of implementation on retail tariff and revenue
change.
3. The implementation of interconnection cost range for year 2008 was made taking into consideration the following points:
62
a. BRTI will adopt the Default interconnection tariff range of 2007 with adjustment as per attachment. The adoption was made in consideration of the
maintenance of industry balance. The interconnection cost range becomes the reference for BRTI in evaluating interconnection cost range of
providers as stated in the DPI of the provider.
b. In view of the fact that the calculation of interconnection costs was made using POI and POC scheme of the dominant providers, it is then expected
that such POI and POC scheme be used as the reference for all providers as best possible for consistency with the result of the calculation.
c. Interconnection cost for cableless local fixed network with limited mobility (FWA) to follow the local fixed network interconnection cost; this is
because:
1) The utilization level of FWA service is still low such that the real cost is not yet reflected. This can be seen from the result of calculation
which showed that the network element cost of FWA is higher that of the local fixed network.
63
2) The Minister Decree No. 35/2004 stipulates that FWA shall be treated the same as local fixed network providers, and this has been
well accepted by the public. If change be made to the KM No. 35/2004, there will be necessity for change upon such other
arrangements as FTP, numbering, and licensing. Moreover, such change requires time and adequate preparation in view of the
impact to arise on the public service.
d. For SMS service, the use of sender keep all is still possible; this is intended to anticipate the coming of new investment which will entail additional
costs. It is expected that the reduced cost of network element in SMS service be reflected in retail tariff.
e. In line with the definition in the PM 8/2006 that transit service represents interconnection call channeling from the original provider to destiny
provider through other network provider (leased cost routing). In line with the FTP, providers that are able to provide transit service are long
distance fixed network providers.
64
f. Change upon interconnection costs based on the result of recalculation must be reflected in the tariff of retail conducted through operator.
g. The implementation of the result of the interconnection cost recalculation is expected to have been realized within no later than 1 April 2008,
including the implementation upon the retail tariff of PSTN and STBS.
4. In relation to the above points the providers are requested to submit DPI change proposal within no later than 27 February 2008.
5. We thank you for your attention.
Indonesian Telecommunication Regulatory Agency
Committee Chairman,
sgd
BASUKI YUSUF ISKANDAR
Copies:
1. Menkominfo (as report)
2. Members of KRT
3. File
65
TELECOMMUNICATION SERVICE PROVIDERS
1. President Director of PT TELKOM
2. President Director of PT TELKOMSEL
3. President Director of PT INDOSAT
4. President Director of PT EXCELCOMINDO
5. President Director of PT BAKRIE TELECOM
6. President Director of PT SMART TELECOM
7. President Director of PT NATRINDO TELEPON SELULAR
8. President Director of PT SAMPOERNA TI
9. President Director of PT HUTCHISON CP TELECOMMUNICATIONS
10. President Director of PT BATAM BINTAN TELEMUNIKASI
11. President Director of PT MOBILE-8
12. President Director of PT PASIFIK SATELIT NUSANTARA
66
Attachment of Letter No. : 009/DJPT-3/KOMINFO/II/2008
Date : Jakarta, 5 February 2008
Interconnection Cost Range of Year 2008
1) Interconnection cost for local fixed network and local cableless network with limited mobility:
Interconnection Cost
No. Service (Rp/minute)
1 Originating interconnected – Local (Fixed-WL to OLO fixed) 73
2 Originating interconnected – Local (Fixed-WL to OLO mobile) 203
3 Originating interconnected – Local (Fixed-WL to OLO satellite) 204
4 Originating interconnected – Local (Fixed-WL to OLO VoIP) 299
5 Originating interconnected – Long Distance (Fixed-WL to OLO fixed) 560
6 Originating interconnected – Long Distance (Fixed-WL to OLO mobile) 626
7 Originating interconnected – Long Distance (Fixed-WL to OLO satellite) 613
8 Originating interconnected – International (Fixed-WL to OLO international) 612
9 Terminating interconnected – Local (OLO fixed to Fixed-WL) 73
67
10 Terminating interconnected – Local (OLO mobile to Fixed-WL) 203
11 Terminating interconnected – Local (OLO Satellite to Fixed-WL) 204
12 Terminating interconnected – Local (OLO VoIP to Fixed-WL) 299
13 Terminating interconnected – Long distance (OLO Fixed to Fixed-WL) 560
14 Terminating interconnected – Long distance (OLO mobile to Fixed-WL) 626
15 Terminating interconnected – International (OLO satellite to Fixed-WL) 613
16 Terminating interconnected – International (OLO international to Fixed-WL) 612
17 Transit Local (OLO to Fixed-WL to OLO) 69
18 Transit Long Distance (OLO to Fixed-WL to OLO) 295
19 Transit IGW (OLO to Fixed-WL to OLO) 316
2) Interconnection cost for cellular mobile network:
No. Services (Rp/minute)
1 Originating interconnected voice – Local (to fixed) 261
2 Originating interconnected voice – Local (to mobile) 261
3 Originating interconnected voice – Local (to satellite) 261
4 Originating interconnected voice – Long distance (to fixed) 380
5 Originating interconnected voice – Long distance (to mobile) 493
6 Originating interconnected voice – Long distance (to satellite) 501
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7 Originating interconnected voice – International (to international) 498
8 Terminating interconnected voice – Local (from fixed) 261
9 Terminating interconnected voice – Local (from mobile) 261
10 Terminating interconnected voice – Local (from satellite) 261
11 Terminating interconnected voice – Long distance (from fixed) 380
12 Terminating interconnected voice – Long distance (from mobile) 493
13 Terminating interconnected voice – Long distance (from satellite) 501
14 Terminating interconnected voice – International (from international) 498
3) Interconnection Cost for satellite mobile network
No. Services (Rp/minute)
1 Originating interconnected – Local (Satellite to OLO fixed) 2,500
2 Originating interconnected – Local (Satellite to OLO mobile) 2,500
3 Terminating interconnected – Local (OLO fixed to Satellite) 2,500
4 Terminating interconnected – Local (OLO mobile to Satellite) 2,500
69
TELECOMMUNICATION SERVICE PROVIDERS
1. PRESIDENT DIRECTOR OF PT TELKOM
2. PRESIDENT DIRECTOR OF PT TELKOMSEL
3. PRESIDENT DIRECTOR OF PT INDOSAT
4. PRESIDENT DIRECTOR OF PT EXCELCOMINDO
5. PRESIDENT DIRECTOR OF PT BAKRIE TELECOM
6. PRESIDENT DIRECTOR OF PT SMART TELECOM
7. PRESIDENT DIRECTOR OF PT NATRINDO TELEPON SELULAR
8. PRESIDENT DIRECTOR OF PT SAMPOERNA TI
9. PRESIDENT DIRECTOR OF PT HUTCHISON CP TELECOMMUNICATIONS
10. PRESIDENT DIRECTOR OF PT BATAM BINTAN TELEMUNIKASI
11. PRESIDENT DIRECTOR OF PT MOBILE-8
12. PRESIDENT DIRECTOR OF PT PASIFIK SATELIT NUSANTARA
70
MINUTES OF MEETING
DISCUSSION ON AMENDMENT TO INTERCONNECTION PKS
BETWEEN TELKOM AND INDOSAT (FIXED NETWORK & JARBER)
Day / Date: Thursday through Friday, from 27 to 28
March 2008
Time: 10 a.m. to finis
Venue: Meeting Room, 11 th Floor, CIS
Division, Jakarta
Agenda: Discussion on Finalization of Telkom-
Indosat PKS
Attendants: Telkom & Indosat (as per attachment)
Result of Discussion:
1. Following the BRTI Letter Number 009/DJPT.3/KOMINFO/II/2008 dated 5 February 2008 which is to be effective as of 1 April 2008 TELKOM and
INDOSAT agreed to amend the provisions on interconnection service and tariff in the following Interconnection PKS:
a. PKS FIXED NETWORK Telkom and CELLULAR MOBILE NETWORK Indosat Number: 145/HK.810/DCI-A1000000/2007 (TELKOM) or
No. 002/C00-CC0/LGL/2007 (INDOSAT) dated 18 December 2007
71
b. PKS FIXED NETWORK Telkom and FIXED NETWORK Indosat No.: 139/HK.810/DCI-A1000000/2007 (TELKOM) or
No. 004/COO-CCO/LGL/2007 (INDOSAT) dated 18 December 2007
2. The results of the Discussion on Amendment to Interconnection PKS between FIXED NETWORK TELKOM and FIXED NETWORK INDOSAT are as
follows:
a. The rate of local termination JJ (TELKOM Rp 206 and INDOSAT Rp 73) to await the decision of BRTI on DPI TELKOM.
b. B2B International TELKOM Access Service is not yet fixated. INDOSAT expects that the B2B to be agreed on and applicable to both parties is 5%
of the amount invoiced (rather than the existing collected Rp 82/call + 1% collected such that Bad Debt becomes the risk of network provider).
TELKOM needs to conduct internal confirmation in relation to the readiness of budget for Bad Debt Allocation.
c. Vis-à-vis INDOSAT offers for Call Scenario of international transit from FIXED NETWORK TELKOM to Telecommunication Network overseas
through FIXED NETWORK INDOSAT, the cost of international transit is Rp 316 + accounting rate. TELKOM needs information about the size of
the accounting rate
72
and INDOSAT will inform of the same and the mechanism of the accounting rate prior to the signing of the PKS Amendment.
d. ISAT proposal on transit service from OLO via FIXED NETWORK ISAT of Telkom termination can be granted if the size of tariff in the draft
Telkom DPI be accepted by BRTI.
e. ISAT proposal for the table of transit routing from FIXED NETWORK ISAT termination OLO via FIXED NETWORK TELKOM can be routed
near end through originating POI as well as far end through terminating POI in the location of POI FIXED NETWORK JJ, of which interconnection
JJ has been opened.
3. The results of Discussion on Amendment to Interconnection PKS between FIXED NETWORK TELKOM and CELLULAR MOBILE NETWORK
INDOSAT are as follows:
a. Amendments to the Supporting Document C (Interconnection Service List), to the Supporting Document A.10 (Call Scenario), to the Supporting
Document A.5 (Indosat numbering Block), to the Supporting Document A.8 (Telkom Routing Table), and to the Supporting Document A.9 (Indosat
Routing Table)
b. Anent the difference in the cost of transit M2M via TELKOM, the TELKOM scenario is Transit Cost + F2M
73
Termination (ssi BRTI letter no. 18 dated 26 February 2008 to Telkom). INDOSAT queried the scenario M2M via Telkom with Termination JJ and
M2F via Telkom which was not mentioned in said BRTI letter. INDOSAT will clarify it with BRTI. Anent PKS Amendment, it will be made open
(as for pending matters, they will be further agreed upon).
c. Anent adjustment of POC INDOSAT which refers to POC of dominant providers (ssi BRTI letter 009 year 2008):
• TELKOM has submitted its response against DPI INDOSAT to BRTI in relation to the number of POC; as yet there is no reply from BRTI.
• TELKOM exposed INDOSAT POC Mapping to POC TELKOM (attached).
• INDOSAT explained that POC for interconnection & Retail is the same such that INDOSAT needs to ensure the impact on business.
• Anent Amendment to PKS, it will be made Open (as for pending matters, they are to be further agreed on).
d. Anent the provision on the size of Service Charge of Originating SLI (TELKOM: B2B while INDOSTA Rp 1,000 per minute u/ JARBER),
TELKOM needs clarification from INDOSAT about the component of Service Charge and B2B cooperation.
74
e. INDOSAT proposed that transit routing of TELKOM termination to CELLULAR MOBILE NETWORK INDOSAT be made Far End through
termination POI. TELKOM held that this can be done through the medium of Communication Forum to discuss routing table such that amendment
to the existing PKS is not necessary and implementation of routing change can be made immediately.
f. Correction of Call Scenario of DPI INDOSAT TE.M04 (Termination JJ from FIXED NETWORK Access Seeker to CELLULAR MOBILE
NETWORK INDOSAT) as there was written the termination cost as Rp 261 instead of Rp 380 as proper.
4. The results of “Main Body” Discussion on Amendment to Interconnection PKS between FIXED NETWORK TELKOM and INDOSAT (FIXED
NETWORK & CELLULAR MOBILE NETWORK) are as follows:
a. Anent Article 1 (Definition), point 30 on Fraud, INDOSAT proposed that: Fraud are various dirty tricks in the provision of telecommunication
services and/or in the use of telecommunication facilities as meant in this Agreement which are perpetrated on purpose by one
75
Party towards the other Party – be it by way of technical or administrative contrivances and so on with the objectives of evading costs and/or for the
sake of profits indecent and or against the Agreement, including but not limited to such acts as:
• To tamper with, substitute, add and/or reduce information/digit in inter-network signaling system sans justifiable reason (such as changing,
replacing, adding, or reducing of digit A Number, of Area Code, of Trunk Group Identity, and so on such that the other party network receives
untrue information, among others SLJJ call becoming local call not proper or SLI call becoming SLJJ call not proper; or
• To add and/or reduce data/information to be found in CDR; or
• To violate agreed stipulations concerning Interconnection Configuration, Interconnection Point, Central Gate, Call Scenario, and CDR Format;
or
• To channel interconnection traffic that is not clear or untraceable as to the origin.

In relation to the difference in the interpretation of the fraud, each will make
76
clarification with the relevant unit and it is expected that there to be common agreement thereon prior the signing of the Amendment document.
b. It is agreed that anything not yet sufficiently provided for in this First Amendment such as:
• Surcharge – either PKS FIXED NETWORK or PKS JERBER
• Transit Tariff
• POC arrangement
• and others will be resolved and substantiated in a specific section of closing article.
TELKOM INDOSAT
sgd sgd
JAGUS WIDODO LINSI IRIANTI
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PT TELEKOMUNIKASI INDONESIA, Tbk
Carrier & Interconnection Service Center
ATTENDANCE LIST
Activity : Finalization of Amendment to TELKOM-INDOSAT Interconnection PKS
Day/Date : Thursday – Friday / 27 – 28 March 2008
Venue : Meeting Room of CIS, 11 th Floor
Agenda Owner :
Office Hand
No. Name NIK/Company Phone Phone E-mail Initials
-White sheet for Agenda Owner

-Yellow sheet as report to CISC Division Secretariat
78
POC MAPPING METHOD
Mapping method is conducted by:
• Counting of geographical distance of Cellular POC to all POC TSEL
• Selecting of the nearest distance between cellular POC and POC TSEL
• Grouping of Cellular POC against POC TSEL as reference in the counting of Interconnection entitlement and obligation.
• POC TSEL (as reference) Cellular POC POC TSEL
• Cellular POC
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Table 3. Grouping of POC & POI CELLULAR MOBILE NETWORK INDOSAT CELLULAR
No. Start POC End POC POC Code POI

1 Sampit Balikpapan BPP Balikpapan
2 Balikpapan Balikpapan BPP Balikpapan
3 Bontang Samarinda SMR Balikpapan
4 Samarinda Samarinda SMR Balikpapan
5 Tarakan Samarinda SMR Balikpapan
6 Bandung Bandung BD Bandung
7 Cianjur Cianjur CJ Bandung
8 Sukabumi Cianjur SI Bandung
9 Sumedang Bandung SMD Bandung
10 Tasikmalaya Tasikmalaya TSM Bandung
11 Banjarmasin Banjarmasin BJM Banjarmasin
12 Kuala Kapuas Banjarmasin BJM Banjarmasin
13 Muara Taweh Banjarmasin BJM Banjarmasin
14 Palangkaraya Palangkaraya PLK Banjarmasin
15 Pangkalan Bun Banjarmasin BJM Banjarmasin
16 Amuntai Banjarmasin BJM Banjarmasin
17 Kotabaru Pulau Laut Banjarmasin BJM Banjarmasin
18 Barabai Banjarmasin BJM Banjarmasin
19 Tanjung Tabalong Banjarmasin BJM Banjarmasin
20 Plehari Banjarmasin BJM Banjarmasin
21 Batam Batam BTM Batam
22 Tanjung Balai Karimun Batam BTM Batam
23 Tanjung Pinang Batam BTM Batam
24 Cirebon Cirebon CBN Cirebon
25 Denpasar Denpasar DPR Denpasar
26 Kupang Kupang KP Denpasar
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27 Mataram Mataram MTR Denpasar
28 Singaraja Denpasar DPR Denpasar
29 Bogor Bogor BOO Jakarta
30 Jakarta Jakarta JKT Jakarta
31 Karawang Karawang KW Jakarta
32 Purwakarta Kerawang KW Jakarta
33 Serang Serang SG Jakarta
34 Merauke Merauke MRK Jayapura
35 Sorong Sorong SON Jayapura
36 Timika Timika TIM Jayapura
37 Manokwari Manokwari MW Jayapura
38 Jayapura Jayapura JAP Jayapura
39 Ambon Ambon AB Makassar
40 Donggala Palu PAL Makassar
41 Kendari Kendari KDI Makassar
42 Kolaka Kendari KDI Makassar
43 Makassar Makassar MS Makassar
44 Palu Palu PAL Makassar
45 Pare-pare Pare-pare PRE Makassar
46 Rantepao Rantepao RTP Makassar
47 Soroako Soroako SRK Makassar
48 Ternate Ternate TT Makassar
49 Malang Malang ML Malang
50 Bitung Manado MO Manado
51 Gorontalo Manado MO Manado
52 Manado Manado MO Manado
53 Banda Aceh Banda Aceh BNA Medan
54 Kabanjahe Kabanjahe KBJ Medan
55 Kisaran Kisaran KIS Medan
56 Lhokseumawe Lhokseumawe LSM Medan
57 Medan Medan MDN Medan
58 Pangkalan Brandan Pangkalan Brandan PBD Medan
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59 Sibolga Sibolga SBG Medan
60 Tebing Tinggi Deli Tebing Tinggi Deli TBT Medan
61 Padang Padang PD Padang
62 Bukit Tinggi Bukit Tinggi BKT Padang
63 Baturaja Baturaja BTA Palembang
64 Bengkulu Bengkulu BN Palembang
65 Jambi Jambi JB Palembang
66 Lahat Muara Enim ME Palembang
67 Lubuk Linggau Lubuk Linggau LLG Palembang
68 Muara Enim Muara Enim ME Palembang
69 Palembang Palembang PG Palembang
70 Pangkal Pianang Pangkal Pinang PGP Palembang
71 Prabumulih Muara Enim ME Prabumulih
72 Pekanbaru Pekanbaru PBR Pekanbaru
73 Tembilahan Pekanbaru PBR Pekanbaru
74 Dumai Dumai DUM Pekanbaru
75 Ketapang Pontianak PTK Pontianak
76 Pontianak Pontianak PTK Pontianak
77 Singkawang Pontianak PTK Pontianak
78 Kudus Semarang SM Semarang
79 Pekalongan Pekalongan PK Semarang
80 Purwokerto Purwokerto PWT Semarang
81 Semarang Semarang SM Semarang
82 Tegal Pekalongan PK Semarang
83 Klaten Yogyakarta YK Semarang
84 Yogyakarta Yogyakarta YK Semarang
85 Solo Solo SLO Solo
86 Jember Jember JR Surabaya
87 Madiun Madiun MN Surabaya
88 Mojokerto Surabaya SB Surabaya
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89 Surabaya Surabaya SB Surabaya
90 Tuban Madiun MN Surabaya
91 Kotabumi Kotabumi KB Tanjung Karang
92 Metro Tanjung Karang TJK Tanjung Karang
93 Tanjung Karang Tanjung Karang TJK Tanjung Karang
83
PT TELEKOMUNIKASI INDONESIA, Tbk
Carrier & Interconnection Service Center
ATTENDANCE LIST
Activity : Finalization of Amendment to TELKOM-INDOSAT Interconnection PKS
Day/Date : Thursday – Friday / 27 – 28 March 2008
Venue : Meeting Room of CIS, 11 th Floor
Agenda Owner :
Office Hand
No. Name NIK/Company Phone Phone E-mail Initials
-White sheet for Agenda Owner

-Yellow sheet as report to CISC Division Secretariat
84
Exhibit 7.1
INDOSAT
Financial Covenants
As of December 31, 2007
Description Ratios Period Requirement Result Q4 ‘07

Indosat II Seri B Loan Annually and on consolidated & audited basis < 3.5 2.83
EBITDA
Loan Quarterly, and on consolidated basis < 1.75 1.45
Equity
EBITDA Annually and on consolidated & audited basis > 3.0 6.08
Loan interest payment
Adjusted consolidated equity At any time, not less than IDR 5 trillion > 5,000,000 14,194,263
Indosat III, IV & V Loan + Procurement Debt Annually and on consolidated & audited basis < 3.5 2.70
(Incl, Syariah Ijarah I & II)
EBITDA
Equity
USD Bonds (Due 2010 & 2012) Consolidated Debt to EBITDA At any time, on consolidated basis < 3.5 2.84
FEC Facility Debt to EBITDA Quarterly, and on consolidated basis < 3.5 1.97
Debt to Equity Quarterly, and on consolidated basis < 1.75 1.01
EBITDA to Interest Expense Quarterly, and on consolidated basis > 3.0 6.08
Manori Loan, BCA Loan DBS Loan + Procurement Debt Annually and on consolidated & audited basis < 3.5 2.7
Loan
EBITDA
Equity
HSBC Debt to EBITDA Quarterly, and on consolidated basis < 3.5 1.07
Coface, Sinosure &
Commercial Facilities
Debt to Equity Quarterly, and on consolidated basis < 1.75 1.01
EBITDA to Interest Expense Quarterly, and on consolidated basis > 2.5 6.08
Consolidated Equity At any time, not less than IDR 5 trillion > 5,000,000 14,194,263
Exhibit 8.1
LIST OF OUR SUBSIDIARIES
Start of Ownership Percentage

Commercial 2007 2006 2005 2004
Name of Subsidiary Location Principal activity Operations
Indosat International Finance Company B.V The Netherlands Finance 2005 100.00 100.00 100.00 —
Indosat Finance Company B.V The Netherlands Finance 2003 100.00 100.00 100.00 100.00
(1)
Satelindo International Finance B.V The Netherlands Finance 1996 100.00 100.00 100.00 100.00
Indosat Singapore Pte Ltd Singapore Telecommunications 2005 100.00 100.00 100.00 —
(2)
PT Satelindo Multi Media Indonesia Multimedia 1999 99.60 99.60 99.60 99.60
PT Aplikanusa Lintasarta Indonesia Data Communication 1989 72.36 72.36 72.36 69.46
(3)
PT Artajasa Pembayaran Elektronis Indonesia Telecommunications 2000 39.80 39.80 39.80 45.15
PT Indosat Mega Media Indonesia Multimedia 2001 99.85 99.85 99.85 99.85
PT Multi Media Asia Indonesia Indonesia Multimedia 1997 26.67 26.67 26.67 26.67
Asean Telecom Holding Sdn Bhd Malaysia Holding 1995 14.24 14.24 16.67 16.67
Acasia Communictions Sdn Bhd Malaysia Telecommunications 1995 12.80 12.80 14.68 14.68
ASEAN Cableship Pte. Ltd Singapore Telecommunications 1995 16.67 16.67 16.67 16.67
(4)
PT Broadband Multimedia Tbk Indonesia Multimedia 1994 2.29 5.00 5.00 5.00
PT Padang Golf Bukit Sentul Indonesia Golf 1994 18.89 18.89 18.89 18.89
ICO Global Communication Ltd United States Telecommunications 1995 0.00867 0.00867 0.00867 0.00867
(5)
PT Swadharma Marga Inforindo Indonesia Telecommunications 1997 20.00 20.00 20.00 20.00
(6)
Camintel SA Cambodia Telecommunications 1995 0.00 0.00 49.00 49.00
(1) Satelindo International Finance B.V. was liquidated in January 2007.
(2) PT Satelindo Multi Media has been in the process of liquidation since May 5, 2006. As of December 31, 2007 such liquidation has not been finalized.
(3) PT Aplikanusa Lintasarta holds a 55.0% equity interest in PT Artajasa Pembayaran Elektronis.
(4) PT Broadband Multimedia Tbk’s registration of shares pursuant to a right issue on February 5, 2007, caused Indosat’s ownership percentage to decline to
2.29%.
(5) PT Aplikanusa Lintasarta holds a 20.0% equity interest in PT Swadharma Marga Inforindo.
(6) Indosat sold its shares in Camintel SA in 2006.
Exhibit 12.1
CERTIFICATION PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, Johnny Swandi Sjam, certify that:
1. I have reviewed this annual report on Form 20-F of PT Indosat Tbk;
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the
statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial
condition, results of operations and cash flows of the company as of, and for, the periods presented in this report;
4. The company’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for
the company and have:
(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision,
to ensure that material information relating to the company, including its consolidated subsidiaries, is made known to us by others within
those entities, particularly during the period in which this report is being prepared;
(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our
supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for
external purposes in accordance with generally accepted accounting principles;
(c) Evaluated the effectiveness of the company’s disclosure controls and procedures and presented in this report our conclusions about the
effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d) Disclosed in this report any change in the company’s internal control over financial reporting that occurred during the period covered by the
annual report that has materially affected, or is reasonably likely to materially affect, the company’s internal control over financial reporting;
and
5. The company’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the
company’s auditors and the audit committee of the company’s board of directors (or persons performing the equivalent functions):
(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are
reasonably likely to adversely affect the company’s ability to record, process, summarize and report financial information; and
(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the company’s internal
control over financial reporting.
Dated this 5th day of May, 2008
By: /s/ Johnny Swandi Sjam

Johnny Swandi Sjam
President Director (Chief Executive Officer)
Exhibit 12.2
I, Wong Heang Tuck, certify that:
1. I have reviewed this annual report on Form 20-F of PT Indosat Tbk;
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the
statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial
condition, results of operations and cash flows of the company as of, and for, the periods presented in this report;
4. The company’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for
the company and have:
(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision,
to ensure that material information relating to the company, including its consolidated subsidiaries, is made known to us by others within
those entities, particularly during the period in which this report is being prepared;
(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our
supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for
external purposes in accordance with generally accepted accounting principles;
(c) Evaluated the effectiveness of the company’s disclosure controls and procedures and presented in this report our conclusions about the
effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d) Disclosed in this report any change in the company’s internal control over financial reporting that occurred during the period covered by the
annual report that has materially affected, or is reasonably likely to materially affect, the company’s internal control over financial reporting;
and
5. The company’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the
company’s auditors and the audit committee of the company’s board of directors (or persons performing the equivalent functions):
(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are
reasonably likely to adversely affect the company’s ability to record, process, summarize and report financial information; and
(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the company’s internal
control over financial reporting.
By: /s/ Wong Heang Tuck

Wong Heang Tuck
Finance Director (Chief Financial Officer)
Exhibit 13.1
Pursuant to 18 U.S.C. §1350, as created by Section 906 of the Sarbanes-Oxley Act of 2002, the undersigned officer of PT Indosat Tbk (the “Company”) hereby
certifies, to such officer’s knowledge, that:
(i) the accompanying Annual Report on Form-20-F of the Company for the annual period ended December 31, 2007 (the “Report”) fully complies with the
requirements of Section 13(a) or Section 15(d), as applicable, of the Securities Exchange Act of 1934, as amended; and
(ii) the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
By: /s/ Johnny Swandi Sjam

Johnny Swandi Sjam
President Director (Chief Executive Officer)
This foregoing certification is being furnished solely to accompany the Report pursuant to 18 U.S.C. §1350, and is not being filed for purposes of Section 18 of
the Securities Exchange Act of 1934, as amended, and is not to be incorporated by reference into any filing of the Company, whether made before or after the
date hereof, regardless of any general incorporation language in such filing.
Exhibit 13.2
Pursuant to 18 U.S.C. §1350, as created by Section 906 of the Sarbanes-Oxley Act of 2002, the undersigned officer of PT Indosat Tbk (the “Company”) hereby
certifies, to such officer’s knowledge, that:
(i) the accompanying Annual Report on Form-20-F of the Company for the annual period ended December 31, 2007 (the “Report”) fully complies with the
requirements of Section 13(a) or Section 15(d), as applicable, of the Securities Exchange Act of 1934, as amended; and
(ii) the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
By: /s/ Wong Heang Tuck

Wong Heang Tuck
Finance Director (Chief Finance Officer)
This foregoing certification is being furnished solely to accompany the Report pursuant to 18 U.S.C. §1350, and is not being filed for purposes of Section 18 of
the Securities Exchange Act of 1934, as amended, and is not to be incorporated by reference into any filing of the Company, whether made before or after the
date hereof, regardless of any general incorporation language in such filing.
Exhibit 15.3
ADDENDUM I
TRUST AGREEMENT OF INDOSAT BOND V YEAR 2007
WITH FIXED INTEREST RATE
-Number: 31.
-At 15.00 WIB (fifteen o’clock Western Indonesia Time).
-On this day Wednesday, dated the ninth day of May two thousand seven (09-05-2007).
-Appear before me, Mrs. POERBANINGSIH ADI WARSITO, Sarjana Hukum, Notary practicing in Jakarta, in the presence of the witnesses whom I, Notary
know and whose names will be mentioned at the end of this deed:
I. Mr. JOHNNY SWANDI SJAM, born in Jakarta, dated the fifteenth day of August one thousand nine hundred sixty), Indonesian National, Director of the
company to mention hereinbelow, residing in East Jakarta, Jalan Pulo Asem I Number 10, Rukun Tetangga 003, Rukun Warga 001, Village of Jati,
Sub-district of Pulo Gadung.
-Holder of Identity Card number: 09.5402.150860.0425.
-According to his statement in this matter acting in his capacity as mentioned above and by virtue of the Appointment Letter made privately and duly
stamped dated the third day of April two thousand seven (03-04-2007) which original thereof was produced to me, Notary, thereby representing the Board
of Directors,
where to take the legal act hereinbelow according to his statement he has obtained the approval from the Commissioners Board of the Company, all of the
foregoing as evidenced from the Appointment Letter made privately and duly stamped dated the eighth day of June two thousand six (08-06-2006) which
original thereof is produced to me, Notary, of and thereby for and on behalf of as well as validly representing PT INDOSAT Tbk, having its domicile in
Jakarta which articles of association thereof was already amended several times by virtue of:
- deed dated the eighth day of March two thousand four (08-03-2004) Number 7, drawn up before me, Notary, which report on the amendment to
articles of association thereof was already received and registered with Database of Corporate Body Administration System of Ministry of Justice
and Human Rights of the Republic of Indonesia dated the eighth day of March two thousand four (8-3-2004) Number: C-05582.HT.01.04.TH.2004;
- deed dated the thirtieth day of September two thousand four (30-09-2004) Number 145, drawn up before AULIA TAUFANI, Sarjana Hukum, in
those day substitute of SUTJIPTO, Sarjana Hukum Notary practicing in Jakarta, which was already approved by the Minister of Law and
Human Rights of the Republic of Indonesia by his letter dated the second day of December two thousand four (02-12-2004) Number:
C-29270.HT.01.04.TH.2004 and which report on the amendment to articles of association thereof was already received and registered with Database
of Corporate Body Administration System of Ministry of Justice and Human Rights of the Republic of Indonesia dated the eighth day of December
two thousand four (8-12-2004) Number: C-29786.HT.01.04.TH.2004;
- deed dated the twenty-fourth day of December two thousand four (24-12-2004) Number 141, drawn up before AULIA TAUFANI, Sarjana Hukum,
in those day substitute of SUTJIPTO, Sarjana Hukum Notary practicing in Jakarta, which notice thereof was already received and registered with
Database of Corporate Body Administration System of Ministry of Justice and Human Rights of the Republic of Indonesia dated the fourth day of
January two thousand five (04-01-2005) Number: C-00088.HT.01.04.TH.2005;
- deed dated the fourteenth day of January two thousand five (14-01-2005) Number 79, drawn up before AULIA TAUFANI, Sarjana Hukum, in those
day substitute of SUTJIPTO, Sarjana Hukum Notary practicing in Jakarta, which report on the amendment to articles of
association thereof was already received and registered with Database of Corporate Body Administration System of Ministry of Justice and Human
Rights of the Republic of Indonesia dated the fourth day of February two thousand five (4-2-2005) Number: C-03065.HT.01.04.TH.2005;
- dated the twenty-eighth day of April two thousand five (28-4-2005) Number 150, drawn up before AULIA TAUFANI, Sarjana Hukum, in those day
substitute of SUTJIPTO, Sarjana Hukum Notary practicing in Jakarta, which notice thereof was already received and registered with Database of
Corporate Body Administration System of Ministry of Justice and Human Rights of the Republic of Indonesia dated the nineteenth day of May two
thousand five (19-5-2005) Number: C-13673.HT.01.04.TH.2005;
- dated the twenty-second day of July two thousand five (28-07-2005) Number 157, drawn up before AULIA TAUFANI, Sarjana Hukum, in those
day substitute of SUTJIPTO, Sarjana Hukum Notary practicing in Jakarta, which notice thereof was already received and registered with Database
of Corporate Body Administration System of Ministry of Justice and Human Rights of the Republic of Indonesia dated the eighth day of August two
- dated the twenty-first day of October two thousand five (28-07-2005) Number 145, drawn up before AULIA TAUFANI, Sarjana Hukum, in those
of Corporate Body Administration System of Ministry of Justice and Human Rights of the Republic of Indonesia dated the second day of December
two thousand five (2-12-2005) Number: C-32142.HT.01.04.TH.2005;
- dated the twenty-first day of October two thousand five (28-07-2005) Number 146, drawn up before AULIA TAUFANI, Sarjana Hukum, in those
of Corporate Body Administration System of Ministry of Justice and Human Rights of the Republic of Indonesia dated the sixteenth day of
December two thousand five (2-12-2005) Number: C-33508.HT.01.04.TH.2005;
- dated the twenty-third day of January two thousand six (23-03-2006) Number 122, drawn up before AULIA TAUFANI, Sarjana Hukum, in those
day substitute of
SUTJIPTO, Sarjana Hukum Notary practicing in Jakarta, which notice thereof was already received and registered with Database of Corporate Body
Administration System of Ministry of Justice and Human Rights of the Republic of Indonesia dated the fifteenth day of February two thousand six
(15-2-2006) Number: C-04216.HT.01.04.TH.2006;
- dated the fifth day of May two thousand six (05-05-2006) Number 31, drawn up before AULIA TAUFANI, Sarjana Hukum, in those day substitute
of SUTJIPTO, Sarjana Hukum Notary practicing in Jakarta, which notice thereof was already received and registered with Database of Corporate
Body Administration System of Ministry of Justice and Human Rights of the Republic of Indonesia dated the sixth day of June two thousand six
(02-06-2006) Number: C-16129.HT.01.04.TH.2006;
- dated the twenty-first day of September two thousand six (21-09-2006) Number 129, drawn up before AULIA TAUFANI, Sarjana Hukum, in those
of Corporate Body Administration System of Ministry of Justice and Human Rights of the Republic of Indonesia dated the fifth day of October two
thousand six (05-10-2006) Number: W7-HT.01.04.1787;
- dated the ninth day of November two thousand six (9-11-2006) Number 38, drawn up before AULIA TAUFANI, Sarjana Hukum, in those day
Corporate Body Administration System of Ministry of Justice and Human Rights of the Republic of Indonesia dated the twenty-eighth day of
November two thousand six (28-11-2006) Number: W7-HT.01.04.4134;
(hereinafter the said PT INDOSAT Tbk shall be referred to as “Issuer”).
II. -Mr. LELI SUBARNAS, born in Tasikmalaya, dated the first day of January one thousand nine hundred sixty four (01-01-1964), Indonesian National,
Group Head Trust & Corporate Services of the company to mention hereinbelow, residing in South Jakarta, Jalan Simaskot Number 2, Rukun Tetangga
007, Rukun Warga 006, Village of Cipete Selatan, Sub-district of Cilandak.
-According to his statement in this matter acting in his capacity by virtue of the Power of Attorney dated the twenty-ninth day of December two thousand
six (29-
12-2006) number: B.696.DIR/KUI/TRY/12/2006 made privately, duly stamped, which original thereof was produced to me, Notary, of and thereby for and
on behalf of as well as validly representing:
Mr. ABDUL SALAM, Finance Director of the company to mention hereinbelow, Indonesian National, residing in Jakarta.
The authorizer to which in this matter he represented acting in that position, thereby acting for and on behalf of as well as validly representing
PERUSAHAAN PERSEROAN (PERSERO) PT BANK RAKYAT INDONESIA Tbk, abbreviated to PT BANK RAKYAT INDONESIA (PERSERO)
Tbk, which articles of association is already publicized in the State Gazette of the Republic of Indonesia dated the eleventh day of September one thousand
nine hundred ninety two (11-9-1992) Number: 73, Supplement Number: 3A, and recently contained in the State Gazette of the Republic of Indonesia dated
the fourth day of November 2003 (4-11-2003) Number: 88, Supplement Number: 11053. The composition of the members of Board of Directors and
Commissioners Board was lastly contained in the deed dated the sixth day of July two thousand six (06-07-2006) Number: 19, drawn up before IMAS
FATIMAH, Sarjana Hukum, Notary practicing in Jakarta.
Who has obtained the Certificate on Being Registered as the Trusty dated the eleventh day of June one thousand nine hundred ninety six (11-06-1996)
Number: 08/STTD-WA/PM/1996 issued by the Capital Market Supervisory Board (BAPEPAM).
(PT BANK RAKYAT INDONESIA (Persero) Tbk shall hereinafter referred to as “Trustee”).
-The appearers respectively acting in their capacities as mentioned above shall first of all declare in this deed:
1. That the Issuer shall issue and offer:
a. Bond to the Public through the Public Offering (as defined below) which will be named “INDOSAT BOND V YEAR 2007 WITH FIXED
INTEREST RATE” consisting of:
- Bond Serial A with period of 7 (seven) years as of the Date of Issue (as defined below); and
- Bond Serial B with period of 10 (ten) years as of the Date of Issue (as defined below);
b. Sukuk Ijarah to the Public through the Public Offering (as defined hereinbelow) which will be named “INDOSAT SUKUK IJARAH II YEAR
2007” which will be furthermore registered with the Stock Exchange within the period of 7 (seven) years as of the Date of Issue (as defined below);
2. That for the issue of Bond, the Issuer has obtained the ranking result for long term debt from PT Pemeringkat
Efek Indonesia (Pefindo), having its domicile in Jakarta, at rank id AA+ (double A Plus, Stable Outlook), as evidenced in its letter dated the eleventh day
of April two thousand seven (11-4-2007) Number: 178/PEF-Dir/IV/2007.
3. That in the frame of this Public Offering, the Issuer has appointed PT Bank Rakyat Indonesia (Persero) Tbk, as Trustee in accordance with the Capital
Market Law, Regulation Number: IX.A.13 as well as Article 6 of Law Number 7 of 1992 (one thousand nine hundred ninety two) dated the twenty-fifth
day of March one thousand nine hundred ninety two (25-3-1992) regarding Banking which was already amended by virtue of Law Number 10 of 1998
(one thousand nine hundred ninety eight) dated the tenth day of November one thousand nine hundred ninety eight (10-11-1998) regarding Amendment to
Law Number 7 of 1992 (one thousand nine hundred ninety two).
4. That in accordance with the provision of Article 70 paragraph 1 of Law on Capital Market, Regulation Number: IX.A.2 regarding Procedure for
Registration in the Frame of Public Offer contained in Appendix to Decision of Chairman of Capital Market Supervisory Board (BAPEPAM) Number:
KEP25/PM/2003 dated 17-07-2003 (seventeenth day of July two thousand three) to conduct this Issue and Public Offering:
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(a) The Issuer shall be obliged to and therefore will submit the Declaration on Registration to the Chairman of BAPEPAM-LK;
(b) The said Declaration on Registration shall become the Stock;
(c) The Issuer shall be obliged to fulfill the requirements of the Stock Exchange in accordance with the prevailing legislation;
5. That in accordance with the provision of Article 52 of Law on Capital Market, the Issuer and Trustee hereby enter into Trust Agreement on INDOSAT
BOND V YEAR 2007 WITH FIXED INTEREST RATE as evidenced in the deed dated the fifth day of April two thousand seven (5-4-2007) Number 10,
which was entirely amended by virtue of this deed which arranges in details all rights and obligations of the Issuer, Bond Holder and Trustee;
6. That in the frame of Bond Public Offer, the Issuer appoints PT ANDALAN ARTHA ADVISINDO SEKURITAS and PT DANAREKSA SEKURITAS,
both are domiciled in Jakarta as the Bond Issue Underwriters who will be responsible for the organizing and management of Bond Public Offer, PT
ANDALAN ARTHA ADVISINDO and PT DANAREKSA have agreed the appointment as the Bond Issue Underwriters, all of the foregoing as evidenced
in the Bond Issue Underwriting Agreement;
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7. That in the frame of Bond Public Offer the Issuer approves the appointment of PT ANDALAN ARTHA ADVISINDO SEKURITAS and PT
DANAREKSA SEKURITAS and other Bond Issue Underwriter as Bond Issue Underwriter (as defined below) which hereby approves to
guarantee with full commitment to buy the remaining Bond not bought by the Public (as defined below) based on the terms and conditions as
contained in Bond Issue Underwriting Agreement;
8. That in connection with this Public Offer, the Issuer has appointed KSEI (as defined below), a limited liability company having its domicile in Jakarta to
act as the Payment Agent in accordance with the provisions in Payment Agent Agreement made privately, duly stamped dated the fifth day of April two
thousand seven (05-04-2007) Number: SP-015/AP/KSEI/0407 juncto dated today Number: SP-006/PI-AP/KSEI/0507.
9. That in the frame of this Public Offer, the Issuer will use the collective custody service of KSEI in accordance with the provision of KSEI Regulation and
Bond Registration Agreement at KSEI made privately, duly stamped dated the fifth day of April two thousand seven (05-04-2007) Number:
SP-015/PO/KSEI/0407 juncto dated today, Number: SP-006/PI-PO-/KSEI/0507.
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11. That upon the agreement of the parties, the parties intend to change total Bond and Principle Bond which were originally Rp 2,000,000,000,000.00 (two
trillion rupiah) to Rp 3,000,000,000,000.00 (three trillion rupiah) and upon the request from the competent authority, also amend some terms in the deed
dated the fifth day of April two thousand seven (05-04-2007) Number 10, drawn up before me, Notary.
-In connection with the foregoing, the appearers acting in their respective capacities hereby intend to amend and/or add the provisions as well as re-prepare the
Trust Agreement under the terms and conditions as follows:
Article 1
DEFINITION
Unless expressly stipulated otherwise, the words written in capital letters in this Trust Agreement shall be defined as those as contained behind the relevant
words:
1.1. “Addendum of Trust Agreement” shall mean the amendment and/or addition to Trust Agreement as proven in this deed.
1.2. “Affiliate” in accordance with Capital Market Law shall mean:
(a) family relationship due to marriage and the second grade descent, both horizontally and vertically;
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[Missing page]
Collateral and Guarantee object for such financing and in the event the additional Collateral and Guarantee are still needed in the frame of such
financing, the providing of the additional Collateral and Guarantee is allowable so long such additional Collateral and Guarantee are provided at the
fair value in accordance with the banking general practice;
g) Collateral and Guarantee arising due to the court’s judgment already has the permanent legal force of law or already executed by the competent law
enforcer;
h) Collateral and guarantee provided in the frame of financing of cooperation project of the Issuer or Subsidiary and other party of which the financing
of that project is provided by other party (including the party with whom the Issuer or Subsidiary will cooperate);
i) Collateral and Guarantee for other assets of the Issuer arising from the establishment or expansion of the Issuer’s business which value does not
exceed 10% (ten percent) of total Issuer’s assets as evidenced in the Issuer’s recent financial statement already audited.
14
1.6 “Subsidiary” shall mean the companies which:
(a) shareholding both directly or indirectly is controlled over by the Issuer at the amount of at least 50% (fifty percent) of total shares issued in the
relevant company; and
(b) financial statement is consolidated with the Issuer in accordance with the financial accounting standard prevailed in Indonesia.
1.7 “Custodian Bank” shall mean the commercial bank already obtaining the approval from BAPEPAM-LK to run the business as the Custodian.
1.8 “BAPEPAM-LK” shall mean the Capital Market Supervisory Board and Financial Institution as referred to in Capital Market Law.
1.9 “Bond Interest” shall mean total Bond interest per annum that is payable by the Issuer to the Bond Holder, in accordance with the provision of Article 5 of
Trust Agreement.
1.10 “Stock Exchange” shall mean the stock exchange as defined in Article 1 point 4 of Capital Market Law, in this matter organized by PT Bursa Efek
Surabaya, having its domicile in Surabaya, or substitute and/or successors of the rights or other stock exchange to define later, in where the Bond and
Sukuk Ijarah are registered.
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1.11 “Ijarah Fee Installment” shall mean the part of the Ijarah Fee that is payable by the Issuer to Sukuk Ijarah Holder as the fee for the benefit received by the
Issuers based on the Ijarah agreement, which payment will be conducted at each Ijarah Fee Installment Payment Date based on the provision of this deed.
1.12 “List of Account Holder” shall mean the list issued by KSEI containing the particular on Bond ownership by all Bond Holders through the Account Holder
at KSEI containing the particular among other name, total ownership of Bond, tax status and nationality of the Account Holder and/or Bond Holder based
on the data provided by the Account Holder to KSEI.
1.13 “Issue Document” shall mean:
(a) Bond Trust Agreement;
(b) Acknowledgment of Indebtedness;
(c) Bond Issue Underwriting Agreement;
(d) Payment Agent Agreement;
(e) Agreement on Bond Registration at KSEI;
(f) Stock Registration Preliminary Agreement between Issuer and Stock Exchange for Bond registration with Stock Exchange; together with all
amendments, addendum and renewals as well as other documents required by the competent authority.
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1.14 “EBITDA” shall mean the consolidation net profit plus interest, income tax, depreciation and amortization costs.
1.15 “Stock” shall mean the securities namely the letter of acknowledgement of indebtedness, commercial securities, share, bond, debt receipt,
Collective Investment Contract Placement Unit, Time Contract for Stock and every derivative Stock.
1.16 “Effective” shall mean the fulfillment of all procedures and requirements of the Declaration of Registration stipulated in Article 74 of Capital Market Law
juncto Provision of Point 10 of Regulation Number: IX.A.2 Appendix to Decision of Chairman of BAPEPAM Number Kep25/PM/2003 dated 17-07-2003
(seventeenth day of July two thousand three) regarding the Procedure for Registration In The Frame of Public Offer namely:
(a) based on the lapse of time namely:
(i) 45 (forty five) days as of the date of Declaration of Statement on being accepted by BAPEPAM-LK completely; or
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(ii) 45 (forty five) days as of the date of the latest amendment submitted by Issuer or requested by BAPEPAM-LK is fulfilled; or
(b) based on the declaration of effective by BAPEPAM-LK that no further particular is required;
provided that the Declaration of Statement shall be effective at the latest on the thirtieth day of June two thousand seven (30-06-2007).
1.17 “Issue” shall mean an issue of Bond by the Issuer to be offered and sold to the Public through the Public Offer.
1.18 “Issuer” shall mean PT INDOSAT Tbk, having its domicile in Jakarta.
1.19 “Banking Day” shall mean the day when the banks in Jakarta open to run the banking operational activity fully and Bank Indonesia conduct inter bank
clearing activity.
1.20 “Stock Exchange Day” shall mean the day when the Stock Exchange performs the stock exchange activity, namely from Mondays through Fridays, except
the national public holidays or other holidays as stipulated by the Government of the Republic of Indonesia, or the day declared as the holiday by the stock
exchange.
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1.21 “Calendar Day” shall mean every day in one year in accordance with the Gregorian calendar nothing excepted.
1.22 “Working Days” shall mean Mondays through Fridays except national public holidays or other holidays stipulated by the Government of the Republic of
Indonesia.
1.23 “Ijarah Fee” shall mean total entire fund that must be returned by the Issuer to Sukuk Ijarah Holder in connection with the Issue based on the Issue
Document in terms of Ijarah Fee Installment, Rest of Ijarah Fee and Loss Compensation Due To Delay (if any) that must be paid by the Issuer from time to
time during the validity of Sukuk Ijarah Trust Agreement.
1.24 “Outstanding Amount” shall mean the sum of money that must be paid by the Issuer to the Bond Holder in connection with or based on the Bond issued
and offered through the Public Offer, both in terms of Bond Principal Amount, Bond Interest and penalty and obligation of payment or other compensation
(if any) that is outstanding from time to time.
1.25 “Issuer Restructuring Activity” shall mean the restructuring act to conduct by the Issuer and Subsidiary from time to time in the frame of becoming the
integrated full network and service provider focused on the cellular consisting of:
(i) act of selling, leasing or in other manner transferring the assets and the Issuer business in Issuer Main Business Activity (including but not limited to
the assignment of all agreements and contractual rights) to the Issuer’s Subsidiary and sale of Issuer’s shares in the Subsidiary so long it does not
reduce the shareholding of the Issuer in the said Subsidiary to less than 51% (fifty one percent);
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(ii) act of merger of line of business among the Subsidiaries;
(iii) act of selling, buying or in other manner restructuring the shareholding or ownership of the Issuer or Subsidiary outside the Main Business Activity
of the Issuer;
(iv) other act that must be conducted based on the amendment to the legislation or policy of the Republic of Indonesia.
1.26 “Issuer Main Business Activity” shall mean the Issuer Main Business activity in telecommunication and informatics sector covering:
a. effort and/or activity of providing and service of network and/or telecommunication and informatics service;
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b. planning, facility construction, telecommunication and informatics facilities procurement services including the supporting resources procurement;
c. operation service (comprising the services of marketing as well as sale of network and/or telecommunication and informatics organized by the
Issuer), maintenance, research, telecommunication and informatics devices and/or facilities development, education and training both in the home
country and overseas;
d. the service relating to the development of network and/or telecommunication and informatics services.
1.27 “Event of Default” shall mean one or more events as mentioned in Article 22 of Trust Agreement.
1.28 “Written Confirmation” shall mean the written confirmation report and/or balance report on Bond in the Stock Account issued by KSEI or Account Holder
based on the Stock Account Opening Agreement and such confirmation shall serve as the basis for the payment of Bond Interest, repayment of Bond
Principal and other rights relating to Bond.
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1.29 “Written Confirmation for RUPO” or “KTUR” shall mean the letter of confirmation on Bond ownership issued by KSEI to Bond Holder through the
Account Holder, especially for the interest of attending RUPO or proposing the request to hold RUPO.
1.30
1.30 “Loss Compensation Due To Delay” shall mean the amount to pay by the Issuer to Sukuk Ijarah Holder due to the failure or delay of the Issuer in fulfilling
the obligation of payment of Ijarah Fee Installment and/or repayment of Rest of Ijarah Fee which in this matter there is no mistake committed by Sukuk
Ijarah Holder and Sukuk Ijarah Holder is harmed due to such failure or delay. The amount of Loss Compensation Due To Delay for the delay of payment
of Ijarah Fee Installment is Rp 3,456,700.00 (three million four hundred fifty six thousand seven hundred rupiah) per day and Rp 135,555,600.00 (one
hundred thirty five million five hundred fifty five thousand six hundred rupiah) per day for the delay of repayment of the Rest of Ijarah Fee.
1.30 “KSEI” shall mean PT Kustodian Sentral Efek Indonesia, having its domicile in Jakarta, being the company already obtaining the operation permit from
BAPEPAM-LK
22
to conduct the activity as the Custody and Settlement Institution organizing the Central Custody activity for the Account Holders which in this Bond Issue
has tasks to custody and administer the deposit of Bond based on the Agreement on Bond Registration at KSEI and various tasks as the Payment Agent
based on the Payment Agent Agreement.
1.31 “Custodian” shall mean the party providing the service of custody of the Stock and other assets relating to the Stock as well as other service including
receiving the interest and other rights, settling the Stock transaction and representing the Account Holder being its customer in accordance with the Capital
Market Law comprising KSEI, Stock Company and Custodian Bank.
1.32 “Public” shall mean individual, both Indonesian National or Foreign National and/or corporate body, both Indonesian or foreign one residing or having its
domicile in Indonesia or overseas.
1.33 “Adjusted Consolidation Capital” shall mean the Issuer consolidated equity less by the intangible assets.
1.34 Bond shall mean INDOSAT BOND V YEAR 2007 WITH FIXED INTEREST RATE” with Principal amount Rp 2,600,000,000,000.00 (two trillion six
hundred billion rupiah) consisting of:
- Bond Serial A with Principal amount by Rp 1,230,000,000,000.00 (one trillion two hundred thirty billion rupiah) with period 7 (seven) years as of
Date of Issue (as defined below) and
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- Bond Serial B in principle amount Rp 1,370,000,000,000.00 (one trillion three hundred seventy billion rupiah) with period 10 (ten) years as of Date
of Issue (as defined below);
being the securities of debt in nature issued by the Issuer to the Bond Holder proven with the Bond Jumbo Certificate under the conditions as described in
Article 5 of Trust Agreement as well as already registered with KSEI collective Custody based on the Agreement on Bond Registration at KSEI.
1.35 “Bond Holder” shall mean the Community investing their fund in Bond and have the benefit for the part or entire Bond consisting of:
(a) Account Holders making direct investment on Bond; and/or
(b) Community outside the Account Holders making investment on Bond through the Account Holder.
1.36 “Account Holder” shall mean the party whose name is registered as the owner of the Stock Account with KSEI comprising Custodian Bank or Stock
Company or other party approved by KSEI by taking into account the Capital Market Law and KSEI Regulation.
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1.37 “Public Offer” shall mean the activity of Bond offer by the Issuer to the Community based on the procedure provided in the Capital Market Law, the
implemental directives thereof and other provisions relating to as well as based on the provision as contained in Bond Issue Underwriting Agreement.
1.38 “Acknowledgement of Indebtedness” shall mean the acknowledgment of indebtedness of the Issuer obtained in connection with Bond Issue, all of the
foregoing as evidenced in the deed dated today Number 31 together with all valid amendments and/or additions and/or renewals made by the relevant
parties in the future.
1.39 “Collective Custody” shall mean the custody service for the Stock jointly owned by more than one party which interest is represented by the Custodian as
referred to in Capital Market Law.
1.40 “Bond Issue Underwriter” shall mean the parties entering into an agreement with the Issuer to conduct the Public Offer for the interest of the Issuer and
guarantee in accordance with the respective underwriting with the full commitment for the purchasing and payment of the remaining Bond not taken by the
Community in accordance with the provision of Bond Issue Underwriting Agreement.
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1.41 “Bond Issue Performer Underwriter” shall mean the parties being responsible for the organizing and arrangement of the Issue in accordance with the
provision of the Capital Market Law which in this matter are PT ANDALAN ARTHA ADVISINDO SEKURITAS and PT DANAREKSA SEKURITAS,
in accordance with the terms and conditions of Bond Issue Underwriting Agreement.
1.42 “Payment Agent Agreement” shall mean the agreement between the Issuer and Payment Agent regarding the implementation of payment of Bond Interest
as well as repayment of the Bond Principal Amount together with the valid amendments thereto made by the relevant parties in the future.
1.43 “Bond Issue Underwriting Agreement” shall mean the agreement entered into by the Issuer and the Bond Issue Underwriter as evidenced in deed dated the
fifth day of April two thousand seven (05-04-2007) number 11 and already amended entirely by virtue of the deed dated today number 33 together with the
appendices and/or valid amendments thereto and/or additions and/or renewals made by the relevant parties in the future.
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1.45 “Trust Agreement” shall mean the agreement entered into by the Issuer and the Trustee as evidenced in the deed dated 05-02-2007 (fifth day of February
two thousand seven) number 10 and already amended entirely by virtue of this deed, together with the appendices and/or valid amendments and/or
additions and/or renewals made by the relevant parties in the future.
1.46 Sukuk Ijarah Trust Agreement” shall mean the agreement entered into by the Issuer and Sukuk Trustee together with the appendices and/or valid
amendments thereto and/or additions and/or renewals made by the relevant parties in the future.
1.47 “Agreement on Bond Registration With KSEI” shall mean an agreement entered into by the Issuer and KSEI made privately and duly stamped, together
with the appendices and/or valid amendments thereto and/or additions and/or renewals made by the relevant parties in the future.
1.48 “Declaration of Registration” shall mean the declaration of registration and delivery of the documents to BAPEPAM-LK by Bond Issue Underwriter Issuer
in the frame of Public Offer of Bond fulfilling and in accordance with the provisions of Capital Market Law.
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1.49 “Stock Company” shall mean the party conducting the business activity as the Stock Issue Underwriter, Stock Trade Broker and/or Investment Manager as
1.50 “Affiliated Company” shall mean the Affiliates, except if such Affiliation relationship is established due to the share placement of the State of the
Republic of Indonesia directly or indirectly but not limited to the companies controlled over by the Issuer both directly or indirectly.
1.51 “Loan” shall mean all debts of the Issuer to other party including the Affiliated Party containing the obligation of the interest to be paid by the Issuer at
certain time.
1.52 “Tolerable Receivables” shall mean the loan or credit provided by the Issuer or Subsidiary:
a) to the party whose financial statement is amalgamated into the financial statement of the Issuer or Subsidiary;
b) which was already provided prior to the execution of this Agreement with the breakdown as contained in the financial statement as per thirtieth day
of December two thousand six (30-12-2006);
c) which is the down payment or loan that is the normal or common account payable provided in connection with the daily business activity of the
Issuer or Subsidiary;
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d) to the employees of the Issuer in accordance with the policy of the Issuer (to avoid the doubt, such loan is provided by the Issuer); and
e) to the employee of the Subsidiary in accordance with the policy of the Company (to avoid the doubt, such loan is provided by the Subsidiary).
1.53 “Principle Bond” shall mean the principal amount of loan/debt of the Issuer to the Bond Holder based on the Bond existed on the Date of Issue amount Rp
2,600,000,000,000.00 (two trillion six hundred billion rupiah) by taking into account the provision of Articles 5 and 6 of Trust Agreement.
1.54 “Prospectus” shall mean the prospectus prepared and issued by the Issuer together with the Bond Issue Underwriter in the frame of Issue in accordance
with the provision of Article 1 point 26 of Capital Market juncto Regulation Number: IX.C.2 of Appendix to Decision of Chairman of BAPEPAM dated
the seventeenth day of January one thousand nine hundred ninety six (17-01-1996) number: Kep-51/PM/1996.
1.55 “Stock Account” shall mean the account containing the record on the position of Bond and/or the fund owned by the Bond Holder administered by KSEI
or Account Holder based on the contract of Stock Account opening signed by Bond Holder.
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1.56 “RUPO” shall mean the General Meeting of Bond Holders as set forth in Article 13 of Trust Agreement.
1.57 “Transfer Unit” shall mean the unit of total Bond that is transferable and tradable from one Stock Account to another one, namely to the amount of Rp 1.00
(one rupiah).
1.58 “Bond Jumbo Certificate” shall mean the evidence of issue of Bond deposited with KSEI Collective Custody issued on the name of KSEI for the interest
of the Bond Holder.
1.59 “Rest of Ijarah Fee” shall mean the part of the benefit assignment that is payable by the Issuer to Sukuk Ijarah Holder on the Date of Emission by Rp
400,000,000,000.00 (four hundred billion rupiah) by taking into account the provision of Articles 5 and 6 of Sukuk Ijarah Trust Agreement.
1.59 “Sukuk Ijarah” shall mean INDOSAT SUKUK IJARAH II YEAR 2007” which is the securities issued by the Issuer to Sukuk Ijarah Holder proven by
Sukuk Ijarah Jumbo Certificate by Rp 400,000,000,000.00 (four hundred billion rupiah) under the conditions as described in Article 5 of Sukuk Ijarah
Trust Agreement as well as registered with KSEI Collective Custody based on the Agreement on Sukuk Ijarah Registration with KSEI.
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1.61 “Sukuk” shall mean the Syariah Stock in terms of certificate of ownership evidence with the same value and representing the inseparable part of the
placement which is not divided on:
1) ownership of certain tangible assets;
2) benefit and service values of the certain project assets or certain investment activity; or
3) ownership of the certain project assets or certain investment activity.
1.62 “Issue Date” shall mean the date of distribution of Bond to the Stock Account of Bond Issue Underwriter at KSEI based on the submission of Bond Jumbo
Certificate by the Issuer to KSEI which is also the Date of Payment.
1.63 “Date of Repayment of The Bond Principal” shall mean the due date of and the collectibility of the entire Bond Principal by taking into account Article 5
of Trust Agreement.
1.64 “Payment Date” shall mean the date of payment of fund generated from Bond Issue to the Issuer paid by the Bond Issue Underwriter through the Bond
Issue Underwriter based on the provision of the Bond Issue Underwriting Agreement.
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1.65 “Date of Payment of Bond Interest” shall mean the due dates of Bond Interest to the eligible Bond Holders determined based on the List of Account
Holder by taking into account Article 5 of Trust Agreement.
1.66 “Capital Market Law” shall mean Law of the Republic of Indonesia Number 8 of 1995 (one thousand nine hundred ninety five) regarding Capital Market.
1.67 “Trustee” shall mean PT Bank Rakyat Indonesia (Persero) Tbk, having its domicile and head office in Jakarta or the substitute, acting for own behalf and
based on this Bond Trust Agreement representing the interest of all Bond Holders.
Article 2
USE OF FUND RESULTED FROM THE BOND ISSUE
2.1 The fund resulted from Bond Public Offer after less by the costs of Issue entirely 100% (one hundred percent) will be used by the Issuer for capital
expenditure in the frame of the Issuer’s business expansion through the development of the cellular network of the Issuer namely the construction of the
subsystem station.
2.2 In accordance with the Regulation of BAPEPAM Number X.K.4 Appendix to Decision of Chairman of BAPEPAM Number: Kep 27/PM/2003 dated
17-07-2003 (seventeenth day of July two thousand three) regarding Report on Realization of Use of Fund Resulted From Public Offer,
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the Issuer shall be obliged to report the realization of use of fund resulted from the Public Offer periodically to BAPEPAM-LK, Trustee and National
Syariah Board quarterly as well as to account for the realization of use of fund resulted from Public Offer to the Annual General Meeting of Shareholders
until the entire fund resulted from the Bond Public Offer is entirely used unless determined otherwise in the regulation of BAPEPAM-LK.
2.3 If the Issuer intends to make change on the use of fund resulted from Bond Public Offer, such plan shall be reported first to BAPEPAM-LK by mentioning
the reasons and considerations thereof and approved first by RUPO and Trustee.
Article 3
APPOINTMENT, TASKS, RIGHTS AND OBLIGATIONS OF TRUSTEE
3.1 Based on and in accordance with the provisions of Trust Agreement, the Issuer hereby appoints PT Bank Rakyat Indonesia (Persero) Tbk to perform the
task as the trustee in the frame of representing the interest of Bond Holder, and PT Bank Rakyat Indonesia (Persero) Tbk hereby accepts properly the
appointment as trustee in the frame of Issue, based on the conditions contained in Trust Agreement and without prejudice the provision of the prevailing
legislation in the State of the Republic of Indonesia relating to the tasks and obligations as trustee in an Issue.
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3.2 The main tasks of Trustee shall be:
a. to represent the interest of Bond Holder both before and outside the court in taking the legal act relating to the interest of Bond Holder on the
implementation of rights and obligations of Bond Holders in accordance with the requirements of Issue by taking into account the provisions
contained in Trust Agreement as well as based on the legislation prevailed in the State of the Republic of Indonesia and regulation KSEI in
connection with the Issue. The tasks of trustee shall be to represent Bond Holder that becomes effective as of the Date of Issue.
b. responsible to Bond Holder for any loss due to the failure, negligence or other acts harming the interest of Bond Holder, in the event of conflict of
interest of Trustee in performing the tasks as trustee as contained in Trust Agreement.
c. to has the good integrity both in implementing the task and obligation as trustee to supervise and monitor the performance of the Issuer’s obligations
relating to the interest of Bond Holder based on Trust Agreement.
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3.3 By taking into account paragraph 3.2 of this article, other rights and obligations of Trustee shall be among others as follows:
a. Trustee shall be entitled to trust every document it considers original and valid as well as already signed as delivered or prepared by someone or
persons that are really entitled to represent regarding every respect relating to Written Confirmation and/or KTUR issued and in accordance with the
specification issued by KSEI according to Trust Agreement and shall not be responsible to other party for all consequences of such trust and to the
Issuer or Bond Holder or other party whatsoever due to the reason stating the legality of a Written Confirmation and/or KTUR proposed by Bond
Holder but is proven being false or illegal after Trustee made verification in accordance with the specification given by KSEI.
b. Trustee shall be entitled to study the use of fund of Issue yield and Bond Public Offer by the Issuer provided that the absence of such study will not
reduce the obligation of the Issuer based on Bond and this Trust Agreement.
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c. Trustee shall be entitled to receive and therefore the Issuer shall be obliged to provide the photocopy of the payment receipt in connection with the
payment of Bond Interest and/or repayment of the Bond Principal and penalty (if any) on the same day when the payment is made.
d. Trustee shall be entitled to receive the notice from KSEI on total fund that is payable by the Issuer for the payment of Bond Interest and repayment
of the Bond Principal at the latest 2 (two) Working Days prior to the Date of Payment of Bond Interest or Date of Repayment of the Bond Principal.
e. Trustee shall be entitled to receive the notice from KSEI on the implementation of payment of Bond Interest or repayment of the Bond Principal,
including in the event of non payment due to the failure or the delay of the Issuer in providing the sufficient fund at the latest 1 (one) Banking Day
after the Date of Payment of Bond Interest and/or Date of Repayment of the Bond Principal.
f. Trustee shall be entitled to receive the list from KSEI containing KTUR detail together with the specification and KTUR specimen issued by KSEI
at the latest 1 (one) Working Day prior to RUPO.
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g. Bond Trustee shall be entitled to ask for limited audit by the independent auditor registered with BAPEPAM-LK and appointed by Trustee in
connection with the violation of the provision of Article II of Trustee Agreement provided that such request is made based on the sufficient
evidences including the quarterly financial statement indicating that there is a violation of such provision by the Issuer.
h. Trustee shall be entitled to request to the Issuer for the preparedness report of the Issuer to repay total Bond Principal and/or to pay Bond Interest
and/or penalty (if any) at the latest 5 (five) Working Days prior to Date of Repayment of Bond Principal and/or Date of Payment of Bond Interest.
i. Trustee shall be obliged to provide the complete information openly on its qualification as Trustee in the Prospectus.
j. Trustee shall be obliged to submit the report to BAPEPAM-LK and Bond Holder through the Stock Exchange in accordance with the
prevailing provision on Capital Market in the event the Trustee knows with the quite strong evidence that:
i. The Issuer fails/violates the provision contained in Trustee Agreement including the continuation of an event of default as set forth in
Article 12 of Trust Agreement; or
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ii. a condition happened that may endanger the interest of Bond Holder in which based on the evidences commonly accepted as valid for
banking industry, the Issuer may be considered not being able any longer to arrange or control most of or the entire assets thereby materially
giving negative influence to the business continuation of the Issuer.
k. Trustee shall be obliged to analyze and monitor periodically the development of the business management of the Issuer based on the financial
statements and other reports relating to the line of business of the Issuer.
l. Sukuk Trustee shall be obliged to summon Bond Holder and the Issuer as well as hold RUPO as set forth in Article 13 of Trust Agreement before
taking act requiring the resolution of RUPO in accordance with the provision of Trust Agreement.
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m. Sukuk Trustee shall be obliged to take valid acts in accordance with the provisions in Trust Agreement as resolved by Bond Holders in RUPO and
not allowed to take act in contravention of the direction of RUPO or resolution of RUPO.
n. Trustee shall be obliged to give advice and take other act commonly taken by trustee required by the Issuer in connection with Trust Agreement.
o. The Trustee, without reducing the obligation to always be thorough, conscientious and careful the Trustee shall be entitled to trust every document
considered original and legal as well as already signed is delivered or prepared by someone or some persons that are legally entitled to represent the
Issuer or Bond Holder or the party officially appointed by the Issuer or Bond Holder on anything pursuant to Trust Agreement and/or documents as
referred to in Trust Agreement and shall not be responsible to other party for all consequences of such trust.
p. Sukuk Trustee shall be entitled to, in taking the measures, to ensure whether or not there is an Event of Default or Potential Event of Default,
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assume that there is no Event of Default or potential Event of Default happened and that the Issuer still adhere to and perform all obligations
pursuant to Trust Agreement until Trustee knows clearly that Event of Default or Potential Event of Default is already occurred supported by the
sufficient evidences or expressly notified by the Issuer.
q. Trustee shall be obliged to execute the resolution already resolved by RUPO in accordance with the stipulation of Trust Agreement, however
Trustee shall not be responsible for the consequences arising based on the resolution already resolved in such RUPO, except due to the failure or
deliberation of Trustee.
r. Trustee shall be obliged to make verification of KTUR submitted by Bond Holder based on the specification and list of KTUR issued and submitted
by KSEI to Trustee in accordance with the regulation of KSEI and prevailing legislation.
s. Trustee shall be obliged to notify in writing on the end of RUPO to KSEI at the latest on the following Working Day for revocation of freezing of
Bond by KSEI.
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t. in the event the Issuer commits a failure pursuant to Article 12 of Trust Agreement:
i. Trustee shall be entitled to, at the expenses of the Issuer, by still taking into account the provision of paragraph 3.5 of this article, appoint
other party to act to represent Trustee and/or to be asked for opinion in connection with the implementation of task of Trustee including to
appoint the legal consultant, lawyer, Notary, assessing company or other third party as well as entitled to trust and be guided by the opinion
of other party as the basis for the act taken by Trustee.
ii. Trustee shall be released by Bond Holder from every responsibility due to the act based on the opinion of such third party.
u. perform the tasks with full responsibility, prudence and be obliges to take act wisely for the best interest of Bond Holder.
v. Trustee shall be obliged to request the Issuer to do the ranking for Bond in accordance with the Regulation Number: IX.C.11 of Appendix to
Decision of Chairman of BAPEPAM-LK Number: KEP-135/BL/2006 dated the fourteenth day of December
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two thousand six (14-12-2006) regarding Ranking of Debt Stock together with its amendment and or other arrangement that must be obeyed by the
Issuer.
3.4 The Issuer will release the Trustee from and will compensate the Trustee for every cost and charges already incurred by the Trustee in connection with the
suit as well as the obligation to pay the loss, penalty, cost and charges judged by the court with the judgment already having permanent force of law in
connection with the implementation accordingly the right, task and obligations of Trustee made solely based on and in accordance with the provisions of
Trust Agreement, so long the suit, loss, penalty, cost and charges mentioned above is not arisen due to:
(i) failure or mistake of Trustee in exercising the rights, tasks and obligations as Trustee;
(ii) conflict of interest in its capacity as the creditor of the Issuer as well as the trustee.
(iii) resignation of Trustee as referred to in paragraph 3.8 letter c of this article; and/or
(iv) dismissal of Trustee based on the mistakes already committed by Trustee based on the provisions as referred to in Trust Agreement.
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3.5 Trustee shall be obliged to first of all request for approval from the Issuer for the cost, expenses and any other charge incurred by the Trustee arising due to
the fulfillment of the obligations of the Issuer pursuant to Trust Agreement and/or other agreements made in connection with the Bond Issue including the
consultant fee. If in the period of 14 (fourteen) Working Days after the receipt of such request the Issuer does not give respond, the Issuer automatically
approves such request and Trustee is entitled to do anything which approval is requested.
3.6 Trustee, members of Board of Directors and/or members of Commissioners Board of Trustee shall not be allowed to have the interest both direct or
indirect to the Issuer that may influence the position and/or the implementation of rights, tasks or obligations as Trustee unless allowed by BAPEPAM-LK
and notified to KSEI and Bond Holder by taking into account the prevailing legislation on Capital Market.
3.7 Appointment of Trustee shall be valid as of the date of signing of this Trust Agreement, and Trustee shall be obliged to perform the tasks and obligations
as Trustee for the Bond as of the Date of Issue by taking into account the prevailing legislation until the full payment of Total Outstanding accordingly
without prejudice the provision of paragraphs 3.8 and 3.13 of this Article.
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3.8 If one of the following is occurred, Trustee will stop to become the Trustee pursuant to Trust Agreement:
a. Trustee is dissolved by a court or other official board or Trustee dissolves itself voluntarily or pursuant to the legislation.
b. In case of insolvency decision having the permanent force of law or liquidation of Trustee, an application for insolvency is proposed by Trustee
itself, or Trustee proposes the delay of obligation of debt payment.
c. Trustee applies for resignation from its position as the trustee in writing to the Issuer and summon the RUPO to propose the resignation, by
mentioning the reasons thereof, and such application for resignation shall be proposed at least 60 (sixty) Calendar Days in advance, however the
Sukuk Trustee will stop performing the tasks as the trustee pursuant to Trust Agreement after the application for resignation is just received properly
by RUPO and when the substitute is already appointed by the Issuer at the approval from RUPO and has stated in writing to approve to fulfill the
terms and conditions of Trust Agreement as well as commence to perform the tasks.
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d. Trustee is dismissed by RUPO as set forth in Article 13 paragraph 13.1 letter b of Trust Agreement.
e. All Outstanding Amount already paid by the Issuer in accordance with Trust Agreement to Bond Holder.
f. Upon the request of BAPEPAM-LK with the implementation of rights of BAPEPAM-LK as contained in the provision of Article 102 paragraph 1
juncto Article 102 paragraph 2 letters d, e, f, g of Capital Market Law to Trustee.
g. In the event the Issuer fails to pay the service fee of Trustee and after Trustee proposes the request for payment in writing for 3 (three) consecutive
times to the Issuer within the period of 90 (ninety) Calendar Days, the Trustee may propose the request for resignation to the Issuer. The request for
resignation shall be proposed in writing 60 (sixty) Calendar Days in advance by mentioning the reasons thereof. In the event of resignation, the
Issuer shall be responsible to appoint the substitute trustee and at the latest 60 (sixty) Calendar Days after the receipt of the
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letter of resignation, the Issuer shall be obliged to hold RUPO to report to the Bond Holder on the plan of resignation of Trustee and propose the
appointment of the substituted Trustee who must be prepared to hold the position at the effective time of resignation of Trustee. The new Trustee
can cease to perform the tasks as the Trustee pursuant to Trust Agreement after the request for resignation is received by RUPO. The expenses
incurred to hold RUPO shall be borne by the Issuer. However the Issuer shall be obliged to pay the service fee that is payable arising as of the
service pay is not paid until the end of the appointment period of Trustee.
3.9 Without prejudice the provision of paragraph 3.13 of this article, in the event the Trustee becomes the trustee due to one of the reasons as referred to in
paragraph 3.8 of this article, the Trustee will automatically stops to become the party to Trust Agreement.
3.10 In case of dismissal of Trustee, Bond Holder through RUPO shall immediately appoint the substitute thereof in accordance with the prevailing legislation.
The Issuer promises to make the best effort to appoint the substitute Trustee in such a way that at any time the interests of the Bond Holder are represented
by Trustee pursuant to the prevailing legislation.
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3.11 The substitute Trustee already appointed validly pursuant to the prevailing legislation and Trust Agreement shall be obliged to sign an amendment
and/or addendum of Trust Agreement in which the new trustee accepts such appointment under the terms and conditions substantively same as
those contained in Trust Agreement and the new trustee agrees to substitute the legal position of the Trustee.
3.12 At the latest 2 (two) Working Days after the end of the tasks of the Trustee as set forth in paragraph 3.8 of this article, Trustee shall notify the same to the
Public by advertisement in the daily newspaper published in Indonesian Language circulated on national basis.
3.13 Immediately after the occurrence of one of the following as referred to in paragraph 3.8 of this article (except letters (c), (d) and (e)), the Trustee shall be
obliged to account for its tasks and obligations as Trustee already performed in the frame of implementation of Trust Agreement and other agreement
entered into in connection with this Bond Issue to RUPO as well as report the same to BAPEPAM-LK and the Issuer. Since the accountability is not
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received yet by RUPO and the Trustee is not released yet from the responsibility by RUPO, Trustee shall remain be responsible according to law for the
tasks and obligations already performed.
3.14 In the event of the occurrence as referred to in paragraph 3.8 letter (e) of this Article, Trustee shall be obliged to submit the report to the Issuer and
BAPEPAM-LK on the tasks and obligations already performed.
Article 4
TRUSTEE SERVICE FEE
4.1 As the fee for the service of Trustee based on the provisions of Trust Agreement, the Issuer shall be obliged to pay to Trustee a service fee in accordance
with the letter of Trustee to the Issuer dated the twenty-ninth day of March two thousand seven (29-03-2007) Number: B.101-TRY/IVB/TCS/03/2007,
which original thereof was produced to me, Notary being inseparable part of Trust Agreement.
4.2 The Value Added Tax (VAT) for the service fee of Trustee as mentioned above shall become the expenses of and be paid by the Issuer to the Trustee
as the Obliged Collector in accordance with the tariff pursuant to the prevailing legislation.
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4.3 The payment of service fee of Trustee as referred to in paragraph 4.1 of this article shall be made by the Issuer in 1 (one) time of payment annually in
advance, and for the first time the payment of service fee of Trustee shall be made at the latest 14 (fourteen) Calendar Days as of the Date of Issue, and the
subsequent payment shall be made at the latest on the date of anniversary of Bond Issue and so forth until the Date of Payment of Bond Principal.
4.4 In case the date of payment of service fee of Trustee already determined falls not on the Banking Day, such service fee shall have been received by Trustee
on the subsequent Banking Day.
4.5 In case it is proven that on the date of payment of service fee as referred to in this article the Issuer fails to make payment, the Issuer on the date of
collection by Trustee, shall pay the amount payable plus the loss compensation due to delay of payment of service fee of Trustee.
4.6 The amount of service fee of Trustee shall at any time be calculated based on the amount of the initial Bond Principal issued on the Date of Issue, or
circulated when the obligation of payment of service fee of Trustee is due. If the Issuer makes Buy Back causing the repayment of all Bond, the
Trust Agreement shall expire and the service fee of Trustee shall no longer exists.
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4.7 If Trustee quits before the end of tasks of Trustee in accordance with the period agreed, the service fee of Trustee not paid in the relevant year shall be
returned by Trustee to the Issuer on proportional basis based on total day when the Trustee does not perform the tasks in the relevant year.
Article 5
BOND REQUIREMENTS
The Issuer promises and commits itself to Trustee as the proxy of Bond Holder (this promise and self commitment are made to bind the Issuer to each Bond
Holder), that the Issuer shall issue Bond or conduct Issue under the terms as follows:
5.1 Issuing the Bond under the name of INDOSAT BOND V YEAR 2007 WITH FIXED INTEREST RATE consisting of:
- Bond Serial A with period 7 (seven) as of Date of Issue (as defined below) in total principal Rp 1,230,000,000,000.00 (one trillion two hundred
thirty billion rupiah); and
- Bond Serial B with period 10 (ten) years as of Date of Issue (as defined below) in total principal Rp 1,370,000,000,000.00 (one trillion three
hundred seventy billion rupiah); and
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with total Bond Principal Rp 2,600,000,000,000.00 (two trillion six hundred billion rupiah) registered with KSEI Collective Custody in accordance
with the Agreement on Bond Registration With KSEI.
5.2 The Bond Ijarah will be issued without draft and be offered at face Value of Bond 100% (one hundred percent).
5.3 The Interest Rate of Bond shall be:
- Bond Serial A 10.20% (ten point twenty percent) per annum.
- Bond Serial B 10.65% (ten point sixty five percent) per annum.
5.4 Bond Interest shall be paid by the Issuer to Bond Holder quarterly as of the Date of Issue, through KSEI Account Holder on the Date of Payment of Ijarah
Fee Installment as contained in the Prospectus.
5.5 Bond Holder entitled for payment of Bond Interest shall be that whose name is registered in List of Account Holder on 4 (four) Stock Exchange Days
before the Date of Payment of Bond Interest, unless stipulated otherwise by KSEI or the prevailing legislation. Then in case of transaction of Bond after
the date of determination of the party being entitled to Bond Interest, the party receiving assignment of Bond shall not be entitled to Bond Interest in the
period of the relevant Bond Interest.
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5.6 The Bond Interest shall be calculated based on total lapse of day as of the Date of Issue provided that 1 (one) month is 30 (thirty) Calendar Days and 1
(one) year is 360 (three hundred sixty) Calendar Days and payable by the Issuer to the Bond Holders through the Payment Agent on each Date of Bond
Interest Payment.
5.7 The Bond is issued without draft except Bond Jumbo Certificate issued by the Issuer to be registered with the name of KSEI pursuant to Agreement on
Bond Registration with KSEI as the debt evidence for the interest of Bond Holder through the Account Holder by taking into account the provision in
Capital Market.
5.8 As of the Date of Issue, the Bond is the evidence that the Issuer validly and binding in nature has the debt to Bond Holder to the amount of Bond Principal
as mentioned in Bond Jumbo Certificate plus Bond Interest that must be paid pursuant to Article 5 hereof.
The evidence of Bond ownership by Bond Holder shall be the Written Confirmation.
5.9 For Bond Holders, the taxes provision shall apply for them in accordance with the prevailing legislation and if the Issuer is obliged by the legislation to
deduct the tax for every payment made by the Issuer to Bond
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Holder, the Issuer through the Payment Agent shall deduct the tax and pay the same to the authority so appointed to receive the payment and submit the
tax deduction receipt to Bond Holder.
5.10 a) The Payment of the Bond Principal and/or Bond Interest and penalty (if any) shall be made by the Payment Agent on behalf of the Issuer in
accordance with the terms and conditions as set forth in Payment Agent Agreement.
b) After the Issuer pays the Bond Principal and Interest and penalty (if any) to the Payment Agent, the Issuer is released from the obligation to pay the
Bond Interest and/or repayment of Bond Principal as well as penalty (if any) to the Bond Holders.
c) If the Issuer has paid the Bond Principal and/or Interest and penalty (if any) to KSEI as the Payment Agent, in case of failure or negligence of KSEI
in fulfilling the obligations as the Payment Agent, the Issuer and Trustee shall not be responsible for such occurrence.
5.11 The proprietary right of the Bond shall be assigned by the transfer of Bond from one Stock Account to other Stock Account. Bond Transfer Unit shall
amount to Rp 1.00 (one rupiah).
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The Issuer, Trustee and Payment Agent shall be obliged to treat the Account Holder as the valid Bond Holder in connection with the acceptance of
repayment of the Bond Principal, payment of Bond Interest and other rights relating to the Bond by taking into account paragraph 5.19 of this article.
5.12 Custodian Bank or Stock Company being the Account Holder may act for their own behalf as Bond Holder or on behalf of their customers based on the
power of attorney from Bond Holder.
5.13 Bond will be repaid at the value which is the same as the amount of the Bond Principal written in the Written Confirmation owned by Bond Holder on the
Date of Repayment of Bond Principal.
5.14 In case it is proven that the Issuer does not provide the sufficient fund to pay Bond Interest and repay the Bond Principal after the lapse of Date of Payment
of Bond Interest or Date of Repayment of the Bond Principal, the Issuer shall pay the penalty or failure to pay the amount of the Bond Principal and/or
Interest by 2% (two percent) per annum above the level of Bond Interest and Outstanding Amount. Such penalty shall be calculated on daily basis (based
on total lapse of the day), until the repayment or payment of the sum payable by the Issuer. To calculate the
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penalty the day calculation lapsed namely 1 (one) year is 360 (three hundred sixty) Calendar Days and 1 (one) month is 30 (thirty) Calendar Days. The
penalty paid by the Issuer shall be the right of Bond Holder. And the Payment Agent will provide the same for the Bond Holder on proportional basis
based on the amount of Bond being owned.
5.15 The obligation of the Issuer based on Bond at any time shall be the valid, unconditional and/or absolute obligation.
5.16 The withdrawal of Bond from the Stock Account can only be made by transferring to the other Stock Account. Such withdrawal of Bond from the Stock
Account to be converted into Bond certificate cannot be made, unless in case of cancellation of registration of Bond in KSEI Collective Custody at the
request of the Issuer or Bond by taking into account the prevailing legislation on Capital Market and resolution of RUPO.
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5.17 After the 1 (first) anniversary of Bond as of the Date of Issue, the Issuer may conduct the Buy Back of Bond from every Bond Holder by taking into
account the provision of Article 6 of Trust Agreement. For the Bond bought back by the Issuer for custody, the Issuer cannot vote in RUPO and it shall not
be calculated in the quorum of attendance in RUPO and does not obtain
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the Bond Interest. The buy back may be made if the Issuer does not fail to make Outstanding Amount payment.
5.18 If after the final calculation there is still the rest of fund of payment of Bond Interest that cannot be distributed by the Payment Agent to Bond Holder due
to any reason whatsoever, such fund shall be deposited by the Payment Agent for the interest of Bond Holder that is entitled to such Bond Interest and/or
repayment of such Bond Principal. The Payment Agent shall then release the Issuer and Trustee from the responsibility to pay such Bond Interest and/or
repayment of Bond Principal and/or other payment obligation to the Bond Holder, including the release from all suits possibly arising from Bond Holder in
connection with non acceptance of payment of Bond Interest and/or repayment of Bond Principal by such Bond Holder.
5.19 Bond Issue can only be made after the Declaration on Registration becomes effective.
Article 6
BUY BACK
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6.1 After the 1 (first) anniversary of Bond as of Date of Issue, the Issuer may buy back such Bond not due yet both entirely and partially at the market price,
hereinafter referred to as buy back. Such buy back may be made if the Issuer does not fail to pay the Outstanding Amount.
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6.2 The ownership of Bond by the Issuer and/or Affiliated Company shall be reported by the Issuer to Trustee at the latest 2 (two) Working Days prior to a
RUPO. The entire Bond owned by the Issuer based on the buy back and/or Bond owned by Affiliated Company cannot be calculated in the quorum
calculation of attendance at RUPO and does not have the voting right at RUPO.
6.3 In the event the Issuer buy back the part or the entire Bond, it shall have the right to make such buy back as the repayment of bought back Bond for deposit
and then in the future be re-sold and/or applied as repayment.
6.4 Regarding the Bond bought back by the Issuer for deposit and in the future applied as repayment, the Issuer shall not be entitled for payment of Bond
Interest.
6.5 If the Issuer has a plan of buy back of Bond, both as the Bond repayment and treasury bond, it can be made under the terms as follows:
a. The Issuer shall be entitled to announce the plan of buy back of Bond in 1 (one) newspaper in Indonesian Language which is circulated
on national basis at the latest 2 (two) Working Days prior to date of commencement of Bond buy back.
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b. Such announcement shall contain:
1) The period of offering of Bond buy back where the Bond Holder proposes the selling offer for a number of Bond it owns by mentioning the
price it intends to the Issuer;
2) Total maximum fund used for Bond buy and target of maximum buy back of Bond.
3) Date of payment of buy back of such Bond shall be made at the latest 2 (two) Working Days as of the last date of period of offer of Bond
buy back.
4) Bond Holder proposing the selling offer to the Issuer in the offering period shall be obliged to enclose:
- Written Confirmation from KSEI on total Bond to be sold that is not inter Stock Account transferable until the Date of Payment of
Bond buy back.
- Evidence of Identity at the time of conducting the selling offer.
- Statement that Bond to be sold by the relevant Bond Holder to buy back by the Issuer cannot be sold and purchased by the
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relevant Bond Holder so that such Bond is not inter Stock Account transferable until the Date of Payment of Bond buy back.
5) The Issuer will buy back Bond from the lowest price offered by Bond Holder (but priority is given to the selling offer from the Bond Holder
not the Affiliated Company) in the period of Bond buy back purchasing provided that if there are several Bond Holders conducting the offer
with the same price and total Bond offered by Bond Holder has exceeded total maximum fund or the remaining buy back of Bond, the Issuer
will buy such Bond on proportional basis to such Bond.
6) The Issuer shall not be obliged to buy all Bond offered by its Holder for buy back at the time of buy back offer if the selling offer price
exceeds the price target expected by the Issuer as referred to in point 2;
7) If the Issuer cancels the buy back, it shall be obliged to announce the same and the reasons thereof in 1 (one) daily newspaper in Indonesian
Language at the latest on the last day of buy back offer period.
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c. The Issuer shall be obliged to keep the confidentiality from any other party on all information on Bond selling offer already submitted by its Holder
during the period of its buy back.
d. At the latest 2 (two) Working Days after the buy back of Bond as mentioned above, the Issuer shall be obliges to announce such buy back in 1 (one)
daily newspaper in Indonesian Language which is circulated on national basis. Such announcement shall contain:
- Total Bond bought back by explaining the value of Bond in the frame of Return and/or total value of Bond in the frame of
Investment,
- Limit of the lowest price up to the highest price already happened.
e. The Issuer shall be obliged to report to Trustee within 1 (one) Working Day as of the buy back as well as to BAPEPAM-LK, Stock Exchange and
KSEI at the latest 2 (two) Working Days after the buy back.
f. Other than the provision as referred to in letter e above, the Issuer shall be obliged to submit to BAPEPAM-LK all selling offer documents already
submitted by Bond Holder during the period of Bond buy back offer at the latest 2 (two) Working Days after the buy back.
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6.6 The Issuer may buy back Bond without making the announcement as referred to in paragraph 6.5 above provided that:
a. Total buy back does not exceed 5% (five percent) of total Bond being issued for each transaction in the period of 1 (one) year.
b. Bond that is bought back is not owned by Affiliated Company of the Issuer.
c. Bond that is bought back is only for being deposited for buy back in the future.
For buy back of Bond as referred to in this paragraph, the Issuer shall be obliged to report the same to Trustee in 1 (one) Working Day after the buy back
and to BAPEPAM-LK at the latest 2 (two) Working Days as of the buy back.
6.7 The Issuer shall be obliged to report to the Trustee and KSEI on the Bond owned by the Issuer for deposit in 5 (five) Stock Exchange Days prior to Date of
Payment of the Bond Interest by taking into account the regulation of KSEI.
6.8 If based on paragraph 6.3 of this article, the Issuer conducts buy back the entire or part of Bond and apply such buy back as repayment, it shall be obliged
to
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report the same to BAPEPAM-LK, Trustee, KSEI and Stock Exchange at the latest 2 (two) Working Days after the date of Repayment. Provided that if the
Issuer buys back the entire Bond as Repayment, it shall be obliged to announce the same in 1 (one) daily newspaper in Indonesian Language which is
circulated on nationwide at the latest 2 (two) Working Days after the date of repayment mentioned above and expiration of Trust Agreement.
6.9 The Bond already paid in the frame of paragraph 6.3 of this Article shall be cancelled and cannot be issued or resold without being required to contain the
same in any deed.
6.10 In the event the Bond is paid partially, the Issuer shall submit the new Bond Jumbo Certificate to KSEI for exchanging it with the old one on the same day
as the date of partial repayment of such Bond, with total Bond Principal that is still payable after being less by total Bond already paid partially.
Article 7
GUARANTEE
This Bond cannot be encumbered with special collateral in terms of goods or income or other assets owned by the Issuer in whatever term as well as not
guaranteed by other party whatsoever. All assets of the Issuer, both in terms of
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movable or immovable assets, already existed or will exist in the future except the assets of the Issuer already encumbered specially to the creditors shall become
the guarantee for all payments of financial obligation of the Issuer to all of its creditors not specially guaranteed or without the privilege including this Bond on
pari passu basis pursuant to Trust Agreement in accordance with articles 1131 and 1132 of Civil Code.
Article 8
POWER OF BOND HOLDER TO TRUSTEE
8.1 As of the Date of Issue, each Bond Holder directly subjected to Trust Agreement shall approve all acts already taken by Trustee relating to the preparation
and signing of Trust Agreement and sign Trust Agreement as well as approve to and hereby gives power to Trustee without being required to provide the
new special power of attorney from the Bond Holder in exercising all rights of Bond Holder nothing excepted based on the Bond by taking into account
Trust Agreement and all documents as well as agreements relating to such agreements, including to exercise or protect the interest of each Bond Holder
before the court including commercial court or arbitration court. Then Bond Holder is represented by Trustee as the party in Trust Agreement, and all
documents and
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agreements relating thereto together with the appendices and amendments entered into in the future to such agreement as well as the party exercising or
protecting the interest of each Bond Holder before the court including commercial court and arbitration court.
8.2 By taking into account the prevailing legislation including but not limited to the legislation in Capital Market, this power and all other powers provided
and pursuant hereto and other agreements relating to such agreement shall be an important and inseparable part of Trust Agreement, and the powers are not
terminable due to any reason whatsoever including due to the reasons as set forth in Articles 1813, 1814 and 1816 of Civil Code.
8.3 So long there is Bond Holder, Trust Agreement shall fully apply as the perfect evidence on providing of powers from Bond Holder to Trustee as referred to
in Trust Agreement.
8.4 The providing of powers from Bond Holder to Trustee as referred to in Trust Agreement shall also include the power to make amendment to Trust
Agreement for all things resolved in RUPO and approved by the Issuer.
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Article 9
REPAYMENT OF BOND PRINCIPAL
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9.1 By taking into account the provision of article 6 of Trust Agreement,
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the Issuer shall be obliged to make repayment of Bond Principal on the 7 (seventh)
anniversary as of the Date of Issue for Bond Serial A and 10 (tenth) anniversary as of the Date of Issue for the Bond Serial B.
9.2 Such Bond Principal will be paid by the Issuer to the Bond Holder through the Payment Agent on the date as referred to in paragraph 9.1 of this article and
regarding the payment to the Payment Agent in accordance with the provision of Trust Agreement the repayment to Bond Holders for the Bond Principal
outstanding and already due and release the Issuer from the obligation to pay the relevant Bond Principal in the event of any reason outside the mistake of
the Issuer, the payment of the Bond Principal cannot be made to Bond Holder.
Article 10
REPRESENTATION AND WARRANTY OF TRUSTEE
The Trustee represents and warrants that the following are true:
10.1 Trustee shall be entitled and authorized to act as Trustee.
10.2 Trustee commits itself to perform the tasks and or obligations as Trustee with full responsibility, integrity as well as acts wisely solely for the interest of
the Bond Holder.
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10.3 The Trustee shall be responsible to the Bond Holder for any loss suffered due to the failure, carelessness of Trustee or acts due to the conflict of interest in
connection with the tasks of the Trustee as contained in Trust Agreement.
10.4 On the date of signing of this Trust Agreement, the articles of association of Trustee together with the amendments thereto are already publicized
in the State Gazette of the Republic of Indonesia dated the eleventh day of September one thousand nine hundred ninety two (11-9-1992) Number
73, Supplement Number 3A; and recently in the State Gazette of the Republic of Indonesia dated the fourth day of November two thousand three
(4-11-2003) Number 88, Supplement Number 11053. The recent composition of the Board of Directors and Commissioner Board is contained in
the deed dated 06-07-2006 (sixth day of July two thousand six) number 19, drawn up by IMAS FATIMAH, Sarjana Hukum, Notary practicing in
Jakarta. And besides the State Gazette and the deeds as mentioned above until the date of signing of Trust Agreement in this deed, there is no other
deed nor documents containing the amendment to the articles of association of Trustee.
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10.5 On the signing date of this Trust Agreement, the members of Board of Directors and Commissioners Board of Trustee shall be as follows:
BOARD OF DIRECTORS
-President Director :Mr. SOFYAN BASIR;
-Director of Finance :Mr. ABDUL SALAM, Sarjana Ekonomi;
-Director of Consumer :Mr. AGUS TONI SOETIRTO;
-Director of Operational :Mr. Doktorandus EY SARWONO SUDARTO;
-Director of UMKM :Mr. Insinyur SULAIMAN ARIF ARIANTO;
-Director for Credit
Administration and Risk
Analysis :Mrs. Insinyur LENNY SUGIHAT, Master of Business Administration;
-Director for Compliance :Mr. Insinyur BAMBANG SOEPENO, Master of Business Administration;
COMMISSIONER BOARD
-President Commissioner :Mr. Doktor Insinyur Haji BUNASOR SANIM, Master of Science;
-Commissioner :Mr. SUNARSHIP;
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-Commissioner : Mr. Doktor MULIA P NASUTION;
-Commissioner : Mr. Doktor Insinyur AGUS PAKPAHAN;
-Independent Commissioner : Mr. Insinyur BANGUN SARWITO KUSMULJONO;
-Independent Commissioner : Mrs. Doktoranda AVILIANI, Master of Science;
-Independent Commissioner : Mr. BARIDJUSSALAM HADI;
10.6 That to enter into Trust Agreement, the Trustee already obtains the approval as required by articles of association of Trustee and the legislation applied to
Trustee.
10.7 The preparation of Trust Agreement as well as all documents prepared relating to Trust Agreement are already prepared accordingly by Trustee pursuant to
the requirements of the prevailing legislation as well as already signed accordingly on behalf of Trustee and is the valid obligation binding Trustee in
accordance with the legislation prevailed in Indonesia.
10.8 The persons signing the Trust Agreement on behalf of Trustee shall be those entitled and fully authorized to act for and on behalf of as well as validly
representing Trustee.
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10.9 That at the time of signing of this Trust Agreement, the Trustee shall not provide loan for the Issuer.
10.10 The Trustee hereby declares to be fully responsible for the representation and warranty provided by Trustee in Trust Agreement and therefore the
Trustee releases the Issuer relating to the representation and warranty provided by Trustee in Trust Agreement.
Article 11
LIMITATIONS AND OBLIGATIONS OF ISSUER
11.1 As of the date of this Agreement and so long all Bond Principal and Interest are not yet fully paid, the Issuer promises and commits itself that the Issuer
and as relevant, the material Subsidiary (such material Subsidiary is that which assets reaches minimum 10% (ten percent) of total assets of the Issuer
based on the Issuer’s current financial statement or which income reaches minimum 10% (ten percent) of total income of the Issuer in its current
financial statement, whichever lower), without the written approval from the Trustee, will not do the following:
(a) encumber and/or pledge partial or entire assets of the Issuer and/or permit and/or give approval for the Subsidiary to encumber and/or pledge
both partially or entirely the assets of the Subsidiary, the right to the income of the Issuer
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and/or Subsidiary, both existing now or those that will be obtained in the future, to any other third party, except the act of encumbering or pledging
that is the Tolerable Collateral and Guarantee.
(b) provide the corporate guarantee or permit the Material Subsidiary (as mentioned above) to provide corporate guarantee to other party except:
(i) such corporate guarantee is the Tolerable Collateral and Guarantee; and/or;
(ii) such corporate guarantee is provided to encumber the debt/obligation of the Subsidiary made based on the reasonable and common business
practice and total encumbered obligation/debt at any time cumulatively does not exceed 10% (ten percent) of the Adjusted Consolidated
Capital; and/or
(iii) such corporate guarantee provided to encumber the debt of the Subsidiary established in connection with the plan of the issue of the debt
certificate in the foreign currency in short time by such Subsidiary.
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(c) To merger, amalgamate, acquisition with or on other company causing the dissolution of the Issuer, or that having negative consequence to the
Issuer’s business continuity, or permit the Subsidiary running the business in the Main Business of the Issuer to make merger, amalgamate and/or
acquisition with other company causing the dissolution of the Subsidiary or negative impact on the business continuity of the Subsidiary except in
the frame of the Restructuring Activity of the Issuer.
(d) provide debt or loan to any other party except in connection with the Tolerable Receivable.
(e) sell, move or transfer partial or entire assets or Main Business Activity of the Issuer, except:
(i) in the frame of Restructuring Activity of the Issuer; or
(ii) sale, movement or transfer of assets in 1 (one) or combined transaction in 1 (one) current year not more than 10% (ten percent) of the entire
consolidated net fixed assets based on the audited current consolidated financial statement of the Issuer and so long it doesn’t disturb the
Main Business Activity of the Issuer.
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(f) make expenditure of bond or other debt instrument having higher grade or which payment is given the priority instead of Bond, by taking into
account the Tolerable Collateral and Guarantee.
(g) make change in the Issuer’s business line to the business outside the telecommunication and informatics sector.
11.2 The providing of the written approval as referred to in paragraph 11.1 of this article will be provided by the Trustee under the terms as follows:
(a) The application for approval will not be denied without clear and fair reason;
(b) The Trustee shall be obliged to give approval, denial or ask for other additional supporting data/document within the period of 7 (seven) Working
Days after the application for approval and its supporting documents are received completely by the Trustee and if within 7 (seven) Working Days
the Issuer does not receive the approval, refusal or request for other additional supporting data/document from the Trustee, the Trustee shall be
considered already give the approval; and
(c) If the Trustee requests for other additional supporting data/document the approval or denial
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must be given by the Trustee in 10 (ten) Working Days after such other additional supporting data/document is completely received by Trustee and
if within the period of 10 (ten) Working Days the Issuer does not receive the approval or denial from the Trustee, the Trustee shall be considered
already gives its approval.
11.3 As of the date of Trust Agreement and so long all Bond Principals and Interests are not repaid yet, the Issuer promises and commits itself to:
(a) fulfill all provisions in Trust Agreement and other agreement in connection with this Bond Issue.
(b) pay the sum of money required for repayment of Bond Principal and/or Bond Interest Payment already due at the latest 1 (one) Stock Exchange Day
(in good fund) prior to the Date of Payment of Bond Interest and or Date of Repayment of Bond Principal to KSEI account.
(c) pay the penalty due to failure of payment by 2% (two percent) above the interest rate of the Bond applied to the outstanding amount which payment
is failed. Such penalty is calculated on daily basis provided that 1 (one) year is 360 (three hundred sixty) Calendar Days and 1 (one) month is
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30 (thirty) Calendar Days until the effective repayment of total penalty mentioned above. The penalty paid by the Issuer being the right of the Bond
Holder will be paid to the Bond Holder proportionally based on the amount of Bond being owned.
(d) maintain and keep the position of the Issuer and Subsidiary as the limited liability company and corporate body (except in the frame of
Restructuring Activity of Issuer) and important permits which are now owned by the Issuer and Subsidiary and immediately request the permits if
those permits expire or are required to run the business.
(e) maintain the accounting and cost supervision in accordance with the accounting principles and other sufficient records to describe properly the
financial condition of the Issuer, Subsidiary and its operation yield and consistently applied.
(f) immediately notify the Trustee any important occurrence or condition in the Issuer and/or Subsidiary that may materially give negative impact to the
fulfillment of obligation of the Issuer in the frame of the issue and repayment of this Bond.
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(g) notify in writing the Trustee at the latest in 2 (two) Working Days after the occurrence of the following events:
(i) the resolution of General Meeting of Shareholders in connection with the amendment to the Articles of Association or the composition of
Board of Directors and Commissioner Board of the Issuer and Subsidiary, the distribution of dividend to the shareholders of the Issuer;
(ii) criminal, civil, administrative and labor cases involving the Issuer and Subsidiary that may materially affect the ability of the Issuer and/or
Subsidiary in performing and adhering the obligations based on all Issue Documents.
(h) ensure that the obligation of payment by the Issuer to the Bond Holder pursuant to Trust Agreement at any time has the pari passu value to the
obligation to all other creditors except the obligations to the preference creditor.
(i) submit to the Trustee:
(i) copies of reports submitted to BAPEPAM-LK, stock exchange where the shares, American Depository Shares or bonds of the Issuer
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are registered, and KSEI within not later than 2 (two) Working Days after such reports are submitted to the parties mentioned above;
(ii) copies of deeds proving the amendment to articles of association and composition of the Board of Directors and/or Commissioner Board of
the Issuer and/or Subsidiary at the latest 14 (fourteen) Working Days as of the amendment.
(ii) annual consolidated financial report already audited by the registered public accountant at BAPEPAM-LK at the latest 120 (one hundred
twenty) Calendar Days after the end of the Issuer’s book.
(iii) quarterly consolidated financial statement submitted together with the report submitted to BAPEPAM-LK, Stock Exchange or not later than:
- 60 (sixty) Calendar Days after the date of the quarterly book of the Issuer is ended, if not accompanied with the accountant report; or
- 90 (ninety) Calendar Days after the date of the quarterly book of the
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Issuer is ended, if accompanied with the accountant report in the frame of limited analysis; or
- 120 (one hundred twenty) Calendar Days after the date of the quarterly book of the Issuer is ended, if accompanied with the report of
the accountant giving opinion on the financial disclaimer;
(j) maintain the assets of the Issuer and Subsidiary in order that it is still in good condition and always insure it to the reputable insurance company
under the terms and conditions commonly made by the Issuer and generally applied to the similar business.
(k) give permit for the Trustee to, on Working Day during the work hours make the visit directly to the Issuer and Subsidiary and examine the permit
and financial records so long it does not in contravention of the prevailing legislation, with prior notice to the Issuer proposed at least 3 (three)
Working Days prior to the visit.
(l) fulfill the financial obligations based on the consolidated financial statement of the Issuer and Subsidiary namely as follows:
(i) maintaining the comparison between total Loan and equity does not exceed 1.75:1 (one point seventy five to one) as indicated in each
quarterly consolidated financial statement;
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(ii) maintaining the comparison between EBITDA and Loan interest payment is not less than 3:1 (three to one) as contained in each annual
consolidated financial statement already audited;
(iii) maintaining the comparison between adding up of total Loan and procurement debt to supplier and EBITDA does not exceed 3,5:1 (three
point five to one) as contained in each annual consolidated financial statement already audited;
(iv) maintaining the minimum Adjusted Consolidated Equity at any time during the period when the Outstanding Amount is not yet paid fully is
not less than Rp 5,000,000,000,000.00 (five trillion rupiah);
Equity shall mean the account of total equity in the consolidated balance sheet of the Issuer.
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Procurement debt to the supplier shall be the account of total procurement debt in the consolidated balance sheet of the Issuer.
(n) determining the ranking of the Bond in accordance with the Regulation Number: IX.C.11 of Appendix to Decision of Chairman of BAPEPAM-LK
Number: KEP-135/BL/2006 dated the fourteenth day of December two thousand six (14-12-2006) regarding Ranking of Stock of Debt in Nature
together with the amendment thereto and or other arrangement that must be adhered to the Issuer.
Article 12
EVENT OF DEFAULT AND LEGAL CONSEQUENCE
12.1 In the event of one of the conditions or events as mentioned in paragraph 12.5 of this Article and such condition or event continue for 15 (fifteen) Working
Days as of the written warning from the Trustee without the effort of correction started to be done at the purpose to eliminate such condition:
(a) The Trustee shall be entitled to notify such event to Bond Holder through the advertisement in 1 (one) daily newspaper in Indonesian Language
which is at least locally circulated in the domicile of the Issuer.
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(b) The Trustee shall be entitled to declare that therefore all Outstanding Amount becomes due and invoicable; and
(c) The Trustee shall also upon its own discretion be entitled to summon RUPO according to the terms and procedure as set forth in Trust
Agreement and in that RUPO the Trustee shall request the Issuer to give explanation in connection with that failure.
12.2 If RUPO cannot accept the explanations and reasons from the Issuer, or if the Issuer cannot provide any explanation to RUPO, RUPO may at the same
time determine the measures to take against the Issuer in connection with Bond.
12.3 If RUPO decides that the Trustee must take the legal acts to force the collection to the Issuer, the Trustee in a period stipulated by the resolution of RUPO
must propose the invoice and take the legal acts relating to the collection to the Issuer.
12.4 All expenses relating to the summon and RUPO and legal acts taken relating to such Event of Default shall be borne and must be compensated by the
Issuer.
12.5 The Event of Default or default as referred to in paragraph 12.1 of this Article shall comprise one or more conditions or events below:
(a) The Issuer fails to pay the Bond Principal on the Date of Repayment of the Bond Principal and/or Bond Interest on the Date of Payment of Bond
Interest to Bond Holder; or
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(b) The Issuer fails to perform or obey one or more provisions of Trust Agreement which will materially give negative impact to the ability of the Issuer
to fulfill the obligations in Trust Agreement; or
(c) The Issuer is dissolved (other than the dissolution due to merger) or declared insolvent; or
(d) if the court or the competent governmental authority has sequestrated or taken over in any manner whatsoever all or most of the assets of the Issuer
or has taken act hampering the Issuer to run most or all of its businesses thereby materially affecting the ability of the Issuer to fulfill its obligations
in Trust Agreement; or
(e) if most of the rights, permits and other approvals from the Government of the Republic of Indonesia owned by the Issuer and/or Subsidiary are
cancelled or declared invalid, or the Issuer and/or Subsidiary fail to obtain permit or approval required by the prevailing law, which
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materially gives negative impact to the Issuer’s business continuity and materially affects the ability of the Issuer to fulfill the obligations
determined in this Trust Agreement; or
(f) if the particulars and guarantees of the Issuer about the Issuer’s condition or corporate status or finance and/or management which are materially not
in accordance with the fact or those are not correct, including the representation and warranty of the Issuer as referred to in Article 15 of Trust
Agreement; or
(g) if the Issuer and/or Subsidiary is declared making failure relating to a debt agreement between the Issuer and/or Subsidiary with one of its creditors,
both already existed or will exist in the future, in total facility equal to or higher than 10% (ten percent) of the revenue or 20% (twenty percent) of
the Issuer’s equity, whichever lower; or
(h) The Issuer and/or Subsidiary based on the court’s order having the permanent force of law is required to pay a sum of fund to the third party which
if it is paid will affect materially the ability of the Issuer to fulfill its obligations determined in Trust Agreement.
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12.6 Waiving every provision of this Trust Agreement regulating otherwise, the Trustee shall be entitled to declare an event of default and therefore declare that
all Outstanding Amount become due immediately in case of Event of Default as referred to in paragraph 12.5 letters (c), (d) and/or (f) and paragraph 11.1
(h) article 12 and take other legal acts relating to the matters referred to in this Article.
Article 13
GENERAL MEETING OF BOND HOLDER
To convene RUPO, the required quorum, voting rights and resolution adoption the provisions below apply without prejudice the provisions of the regulation of
Capital Market and other legislation in Capital Market as well as the regulation of the Stock Exchange where the Bond is registered:
13.1 RUPO is held at any time according to the provisions of this Article, for the purposes among other as follows:
a. to submit the notice to the Issuer or Trustee or to give direction to Trustee or to take other act.
b. to dismiss the Trustee and appoint the substitute thereof pursuant to the provisions of Trust Agreement.
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c. to take other act already empowered to be taken by or on behalf of Bond Holder including but not limited to amend Trust Agreement, by taking into
account the provisions of Trust Agreement as well as the prevailing legislation.
d. to take the resolution relating to the change of total Bond Interest, change of procedure for the payment of Bond Interest and/or the Bond Principal
including the change of Bond to equity of the Issuer, change of period of Bond and amendment to Trust Agreement in the frame of such change
mentioned above, of which the amendment to the provision as mentioned above can only be requested by the Issuer only if it makes failure as
referred to in Article 12 of Trust Agreement.
e. to adopt resolution required relating to the intention of the Issuer or Bond Holder representing at least 20% (twenty percent) of total Bond Principal
still outstanding, to cancel the registration of Bond with KSEI pursuant to the regulation of Capital Market and KSEI.
f. to adopt the resolution on the force majeure in the event of failure to attain the agreement between the Issuer and Trustee.
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g. to take other act required for the interest of the Bond Holder based on the provisions of Trust Agreement and/or the prevailing legislation.
h. to adopt the resolution in connection with the Event of Default as referred to in Article 12 of Trust Agreement.
13.2 By taking into account the prevailing regulation of Capital Market RUPO can be held if:
a. One or more Bond Holders representing at least 20% (twenty percent) of total Bond Principal still not paid yet (other than total Bond owned by the
Issuer and/or Affiliated Company) proposing the written request to the Trustee to hold RUPO by mentioning the requested agenda and enclosing the
original KTUR from KSEI obtained through the Account Holder, provided that as of the issue of KTUR, the Bond will be frozen by KSEI to the
amount of Bond contained in KTUR. The revocation of freezing of Bond by KSEI can only be made after being approved in writing by the Trustee.
b. The Trustee or BAPEPAM-LK or Issuer consider it is necessary to hold RUPO.
13.3 a. Trustee must serve the summon to and hold RUPO at the latest 30 (thirty) Calendar Days as of the receipt of such request. In the event the Trustee
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refuses the request of Bond Holder or the Issuer to hold RUPO, the Trustee must notify the applicant in writing the reasons of refusal with carbon
copy to BAPEPAM-LK, at the latest 21 (twenty one) Calendar Days after the receipt of the letter of request.
b. Trustee shall be obliged to submit the plan of RUPO at the latest 7 (seven) Calendar Days prior to the summon to RUPO and submit to
BAPEPAM-LK the result of RUPO not later than 2 (two) Calendar Days.
13.4 Procedure for RUPO:
a. RUPO can be held at the domicile of the Issuer or in other place where the Bond is registered with or the place agreed by the Issuer and Trustee.
b. The summon to RUPO shall be served 2 (twice) and contained at least in 2 (two) daily newspapers in Indonesian Language which are circulated
nationwide provided that the first summon shall be served 14 (fourteen) Working Days prior to RUPO and the second one 7 (seven) Working Days
prior to RUPO.
c. The summon shall expressly summon the date, time, venue and agenda of RUPO.
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d. RUPO shall be presided and chaired by the Trustee and the Trustee shall be obliged to prepare the agenda and material of RUPO as well as appoint
Notary who must prepare the minute of RUPO. In the event the replacement of the Trustee requested by the Issuer or Bond Holder, RUPO shall be
presided by the Issuer or Bond Holder requesting for RUPO, and the Issuer or Bond Holder requesting for RUPO shall prepare the agenda and
material of RUPO as well as appoint the Notary who must prepare the minutes of RUPO.
e. The Bond Holder being entitled to attend RUPO shall be that having KTUR and whose name is registered with list of KTUR issued by KSEI.
f. The Bond Holder attending RUPO shall be obliged to submit KTUR to the Trustee.
g. One Bond Transfer Unit confers the right to its holder to cast 1 (one) vote. The vote shall be cast in writing and signed by mentioning KTUR
number unless decided otherwise by the Trustee.
h. The blank, abstain and invalid votes shall be considered uncast including the Bond owned by the Issuer and/or Affiliated Company.
i. All Bonds deposited with KSEI are frozen so that they cannot be transferred for 3 (three) Stock
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Exchange Days prior to the date of RUPO until the date of end of RUPO proven by the notice from the Trustee or after obtaining approval from the
Trustee.
j. Just before the commencement of RUPO, the Issuer shall prepare the letter of statement on Bond it owns and/or owned by the Affiliated Company.
k. Except the costs incurred due to the resignation of the Trustee as referred to in paragraph 3.8 letter c of Article 3 of Trust Agreement, the fair cost
relating to the announcement to summon RUPO and RUPO result as well as all costs to hold RUPO including but not limited to Notary’s fee and
room lease cost shall be imposed on the Issuer and the Issuer promises to pay the same.
l. Upon the holding of RUPO, the minutes thereof shall be drawn up by a Notary as a valid evidence instrument binding the Bond Holder, Trustee and
Issuer. Trustee shall be obliged to announce RUPO result by announcing it in 1 (one) daily newspaper in Indonesian Language circulated nationwide
at the latest 7 (seven) Working Days after the RUPO.
m. If in the first RUPO no quorum is attained, the second one with the same agenda may be held within at the soonest 10 (ten) Working Days and at the
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longest 21 (twenty one) Working Days after the first one provided that the re-summon is served to Bond Holders not later than 7 (seven) Working
Days prior to the second RUPO by announcing it at least in 1 (one) daily newspaper in Indonesian language circulated nationwide.
n. If in the second RUPO no quorum is attained, the third one with the same agenda may be held within at the soonest 10 (ten) Working Days and at
the longest 21 (twenty one) Working Days after the first one provided that the re-summon is served to Bond Holders not later than 7 (seven)
Working Days prior to the second RUPO by announcing it at least in 1 (one) daily newspaper in Indonesian language circulated nationwide.
13.5 Without prejudice the provisions contained in the regulations on Capital Market and Stock Exchange as well as other legislation:
a. Except for the reasons mentioned in paragraph 13.5 letter b of this Article:
i. RUPO can be held if attended by Bond Holders or their valid proxies representing at least 2/3 (two thirds) of total Bond Principal that is still
outstanding (outside total Bond owned by the Issuer and/or Affiliated
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1
Company) and approved by more than /2 (a half) of total Bond Principal that is still not paid yet attending and/or represented having the
valid voting right in RUPO (outside total Bond owned by the Issuer and/or Affiliated Company) by taking into account paragraph 13.4 letter
h of this article.
ii. The second

2
RUPO shall be valid and entitled to adopt the binding resolution if attended by Bond Holders or their valid proxies representing
at least /3 (two thirds) 1of total Bond Principal still outstanding (outside total Bond owned by the Issuer and/or Affiliated Company) and
approved by more than /2 (a half) of total Bond Principal that is still not paid yet attending and/or represented having the valid voting right
in RUPO (outside total Bond owned by the Issuer and/or Affiliated Company) by taking into account paragraph 13.4 letter h of this article.
iii. The third RUPO shall be valid and entitled to adopt the binding resolution without calculating the attendance quorum so long it
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2
is approved by more than /3 (two thirds) of total Bond Principal that is still not paid yet attending and/or represented having the valid
voting right in RUPO (outside total Bond owned by the Issuer and/or Affiliated Company) by taking into account paragraph 13.4 letter h of
this article.
b. Especially for RUPO upon the request of the Issuer intended to decide the changes of Bond Interest rate, changes of procedure for payment of Bond
Interest and/or the Bond Principal including the change of Bond into equity of the Issuer, the change of period of Bond and amendment to Trust
Agreement in the frame of changes above, can only be made if the Issuer conducts failure as referred to in Article 12 of Trust Agreement under the
terms as follows:
3
i. RUPO can be held if attended by Bond Holders or their valid proxies representing at least /4 (three fourths) of total Bond Principal that is
still not paid yet (outside total Bond
3
owned by the Issuer and/or Affiliated Company) and be entitled to adopt the valid and binding
resolution if approved by at least /4 (three fourths) of total Bond
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Principal that is still not paid yet attending and/or represented having the valid voting right in RUPO (outside total Bond owned by the
Issuer and/or Affiliated Company) by taking into account paragraph 13.4 letter h of this article.
ii. The second RUPO shall 3

be valid and entitled to adopt the valid and binding resolution if attended by Bond Holders or their valid proxies
representing at least /4 (three fourths) of total Bond Principal that is still not paid yet (outside total Bond
3
owned by the Issuer and/or
Affiliated Company) and be entitled to adopt the valid and binding resolution if approved by at least /4 (three fourths) of total Bond
Principal that is still not paid yet attending and/or represented having the valid voting right in RUPO (outside total Bond owned by the
iii. If in the second RUPO no quorum is attained, the third one may be held and entitled to adopt the valid and binding resolution if
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3
attended by Bond Holders or their valid proxies representing at least /4 (three fourths) of total Bond Principal that is still not paid yet
(outside3total Bond owned by the Issuer and/or Affiliated Company) and be entitled to adopt the valid and binding resolution if approved by
at least /4 (three fourths) of total Bond Principal that is still not paid yet attending and/or represented having the valid voting right in RUPO
(outside total Bond owned by the Issuer and/or Affiliated Company) by taking into account paragraph 13.4 letter h of this article.
13.6 In the event the Bond is owned by the Issuer based on the Buy Back and/or owned by the Affiliated Company, total votes will not be calculated in the
attendance quorum in RUPO and not own the voting right.
13.7 The Issuer, Trustee and Bond Holders shall be subjected to, obey and bound by the resolutions adopted by Bond Holders in RUPO.
13.8 The further regulations on the holding as well as procedure for RUPO can be established and if necessary then improved or amended by the Issuer and
Trustee by taking into account the legislation prevailing in the Republic of Indonesia by taking into account the provision of paragraph 18.2 of Trust
Agreement.
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13.9 If the provisions on RUPO is stipulated otherwise by the legislation on Capital Market, such legislation shall apply.
Article 14
FAILURE OF TRUSTEE
If the Trustee fails or commits default on Trust Agreement, the provision of Article 1267 of Indonesian Civil Code shall apply, unless the right of the Issuer
requests for cancellation or termination of Trust Agreement.
Article 15
REPRESENTATION AND WARRANTY OF ISSUER
The Issuer represent and warrants the Trustee and Bond Holders to as follows:
15.1 On the date of signing of Trust Agreement, the articles of association of the Issuer already amended several times by virtue of:
- deed dated the eight day of March two thousand four (08-03-2004) Number 7 drawn up before me, Notary, and the report on the amendment to the
articles of association was already received and registered in Database of Corporate Body Administration System of Directorate General of General
Legal Administration of Ministry of Law and Human Right of the Republic
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of Indonesia dated the eight day of March two thousand four (08-03-2004) number: C-05582.HT.01.04.TH.2004;
- deed dated the thirtieth day of September two thousand four (30-09-2004) Number 145 drawn up before AULIA TAUFANI, Sarjana Hukum, in
those day substituting SUTJIPTO, Sarjana Hukum, Notary, practicing in Jakarta, already approved by the Minister of Law and Human Rights of the
Republic of Indonesia by virtue of his letter dated the second day of December two thousand four (2-12-2004) number: C-29270.HT.01.04.TH.2004
and report on amendment to the articles of association was already received and registered in Database of Corporate Body Administration System of
Directorate General of General Legal Administration of Ministry of Law and Human Right of the Republic of Indonesia dated the eight day of
December two thousand four (08-12-2004) number: C-29786.HT.01.04.TH.2004;
- deed dated the twenty-fourth day of December two thousand four (24-12-2004) Number 141 drawn up before AULIA TAUFANI, Sarjana Hukum,
in those day substituting SUTJIPTO, Sarjana Hukum, Notary, practicing in Jakarta, which deed was already received and registered in Database of
Corporate
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Body Administration System of Directorate General of General Legal Administration of Ministry of Law and Human Right of the Republic of
Indonesia dated the fourth day of January two thousand five (04-01-2005) number: C-00088.HT.01.04.TH.2005;
- deed dated the fourteen day of January two thousand five (14-1-2005) Number 79 drawn up before AULIA TAUFANI, Sarjana Hukum, in those
day substituting SUTJIPTO, Sarjana Hukum, Notary, practicing in Jakarta, which report on amendment to the articles of association was already
received and registered in Database of Corporate Body Administration System of Directorate General of General Legal Administration of Ministry
of Law and Human Right of the Republic of Indonesia dated the fourth day of February two thousand five (04-02-2005) number:
C-03065.HT.01.04.TH.2005;
- deed dated the twenty-eighth day of April two thousand five (28-4-2005) Number 150 drawn up before AULIA TAUFANI, Sarjana Hukum, in
those day substituting SUTJIPTO, Sarjana Hukum, Notary, practicing in Jakarta, which notice thereof was already received and registered in
Database of Corporate Body Administration System of Directorate General of General Legal Administration of Ministry
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of Law and Human Right of the Republic of Indonesia dated the nineteenth day of May two thousand five (19-05-2005) number:
C-13673.HT.01.04.TH.2005;
- deed dated the twenty-second day of July two thousand five (22-7-2005) Number 157 drawn up before AULIA TAUFANI, Sarjana Hukum, in those
day substituting SUTJIPTO, Sarjana Hukum, Notary, practicing in Jakarta, which notice thereof was already received and registered in Database of
Corporate Body Administration System of Directorate General of General Legal Administration of Ministry of Law and Human Right of the
Republic of Indonesia dated the eighth day of August two thousand five (08-08-2005) number: C-21968.HT.01.04.TH.2005;
- deed dated the twenty-first day of October two thousand five (21-10-2005) Number 145 drawn up before AULIA TAUFANI, Sarjana Hukum, in
Database of Corporate Body Administration System of Directorate General of General Legal Administration of Ministry of Law and Human Right
of the Republic of Indonesia dated the second day of December two thousand five (02-05-2005) number: C-32142.HT.01.04.TH.2005;
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- deed dated the twenty-first day of October two thousand five (21-10-2005) Number 146 drawn up before AULIA TAUFANI, Sarjana Hukum, in
of the Republic of Indonesia dated the sixteenth day of December two thousand five (16-12-2005) number: C-33508.HT.01.04.TH.2005;
- deed dated the twenty-third day of January two thousand six (23-01-2006) Number 122 drawn up before AULIA TAUFANI, Sarjana Hukum, in
of the Republic of Indonesia dated the fifteenth day of February two thousand six (15-02-2006) number: C-04216.HT.01.04.TH.2006;
- deed dated the fifth day of May two thousand six (05-05-2006) Number 31 drawn up before SUTJIPTO, Sarjana Hukum, Notary, practicing in
Jakarta, which
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notice thereof was already received and registered in Database of Corporate Body Administration System of Directorate General of General Legal
Administration of Ministry of Law and Human Right of the Republic of Indonesia dated the second day of June two thousand six (02-06-2006)
number: C-16129.HT.01.04.TH.2006;
- deed dated the twenty-first day of September two thousand six (21-09-2006) Number 129 drawn up before AULIA TAUFANI, Sarjana Hukum, in
of the Republic of Indonesia dated the fifth day of October two thousand six (5-10-2006) number: W7-HT.01.04-1787;
- deed dated the ninth day of November two thousand six (21-09-2006) Number 38 drawn up before AULIA TAUFANI, Sarjana Hukum, in those day
substituting SUTJIPTO, Sarjana Hukum, Notary, practicing in Jakarta, which notice thereof was already received and registered in Database of
Corporate Body Administration System of Directorate General of
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General Legal Administration of Ministry of Law and Human Right of the Republic of Indonesia dated the twenty-eighth day of November two
thousand six (28-11-2006) number: W7-HT.01.04-4134;
15.2 The main business activity of the issuer that be to organize the network and services of telecommunication and informatics.
15.3 On the signing date of Trust Agreement, the composition of Board of Director and Commissioners Board of the Issuer shall be as follows:
- Vice President Director : Mr. KAIZAD BOMI HEERJEE;
- Director : Mr. JOHHNY SWANDI SYAM;
- Director : Mr. WAHYU WIJAYADI;
- Director : Mr. WITYASMORO SIH HANDAYANTO;
- Director : Mr. RAYMOND TAN KIM MENG;
- Director : Mr. JOSEPH CHAN LAM SENG;
- Director : Mr. SULISTYO WIMBO SOSODORO HARDJITO;
COMMISSIONERS BOARD:
- Commissioner : Mr. PETER SEAH LIM HUAT;
- Commissioner : Mr. LEE THENG KIAT;
- Commissioner : Mr. SIO TAT HIANG;
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- Commissioner : Mr. SUM SOON LIM;
- Commissioner : Mr. ROES ARYAWIJAYA;
- Commissioner : Mr. SETYANTO PRAWIRA SANTOSA;
-Independent Commissioner : Mr. LIM AH DOO;
-Independent Commissioner : Mrs. FARIDA EVA RIYANTI HUTAPEA;
-Independent Commissioner : Mr. SOEPRAPTO;
15.4 The Declaration on Registration of Bond Issue and the amendment thereto as will be submitted to BAPEPAM-LK and the Prospectus as well be circulated
do not contain the incorrect particulars on material fact and do not fail to mention the important fact that must be incorporated or required to be
incorporated in order that particulars therein are not misleading as well as the Prospectus preparation must fulfill the requirements stipulated by the
Chairman of BAPEPAM-LK.
15.5 The Issuer has proposed and obtained all important permits and consents required to own and control its assets and can run its business and activities as it
is performing as well as according to its knowledge the Issuer does not breach or violate or fails to fulfill a legislation or important permit required thereby
possibly affecting materially the Issuer’s business activity or part of assets.
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15.6 The Issuer on the date of signing of the Trust Agreement is not involved in a case both civil and criminal, or arbitration or administrative case that may
significantly affect its ability to perform its obligations pursuant to Trust Agreement.
15.7 The signing of Document of Issue in connection with the Issue of Sukuk Ijarah will not in contravention of or is not a violation of the terms and
conditions and/or is not the negligence pursuant to loan agreement, security right or other agreement or document where the Issuer is the party thereto on
the date of signing of Trust Agreement or based on the articles of association of the Issuer and upon the knowledge of the Issuer, other legislation
prevailed in Indonesia and apply to the Issuer or the binding final judgment of the competent court of Indonesia or governmental body of the Republic of
Indonesia issued for the Issuer having the significant influence to the Issuer’s business.
15.8 Except the obligations as and so long it is indicated in annual financial statement for the year ended on the thirty-first day of December two thousand six
(31-12-2006) audited by Office of Public Accountant Purwantono, Sarwoko & Sandjaja or notified in writing by the Issuer to Trustee, the Issuer on the
date of
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signing of Trust Agreement does not have other material obligations or a conditional obligation other than the obligations arising in the frame of running
the Issuer’s normal business and the obligations relating to Bond.
15.9 All Documents of Issue and all documents relating the Document of Issue, where the Issuer becomes a party, are already made accordingly by the Issuer
pursuant to the requirements of the prevailing legislation as well as already signed accordingly on behalf of the Issuer and the valid obligation binding the
Issuer which implementation is executable in accordance with the requirements, unless limited by the legislation prevailed in Indonesia.
15.10 The issue of Bond has been approved accordingly pursuant to the Issuer’s articles of association and the prevailing legislation, and the Bond is the valid
obligation binding the Issuer which implementation is executable according to its requirements.
15.11 The person signing Trust Agreement and other agreements relating to Issue of Bond on behalf of the Issuer shall be that being entitled and fully
authorized to sign the above agreements.
15.12 As far as the Issuer knows, all financial statements already and/or will be given by the Issuer to the Trustee describe and indicate thoroughly and
correctly the Issuer’s financial condition and assets.
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15.13 The Issuer hereby releases the Trustee from all responsibilities in connection with the representation and warranty provided by the Issuer in Bond Trust
Agreement.
Article 16
NOTICE
16.1 All notices from one party to other party in Trust Agreement are considered already served validly and accordingly if signed by the competent party and
delivered to the addresses hereinbelow through the registered mail or hand delivered against receipt or telex.
ISSUER:
Name : PT INDOSAT, Tbk;
Address : Jalan Medan Merdeka Barat Number: 21 Jakarta 10110.
Telephone : (021) 300030001;
Facsimile : (021) 3809833;
Attention : Board of Directors
TRUSTEE:
Name : PT BANK RAKYAT INDONESIA (PERSERO) Tbk.
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Address : Desk Investment Banking – Treasury Division,
BRI Building, 3rd Floor, Jalan Jenderal Sudirman Number: 44-46, Jakarta 10210.
Telephone : (021) 570-9060 Ext. 2371 and 250-0124
Facsimile : (021) 251-1647;
Attention : Head of Treasury Division/Head of Desk Investment Banking.
16.2 In case of change of address of one of the parties the party whose address is changed shall notify other party at the latest 5 (five) Working Days as of the
change of address.
Article 17
MISCELLANEOUS
17.1 Trust Agreement shall become effective as of the date of signing of this deed, provided that the rights and obligation of the parties arising as of Date of
Issue until the entire Outstanding Amount is repaid and all obligations of Trustee and Issuer are completed.
17.2 Trust Agreement shall not be amended and/or added both entirely and partially, except such amendment and/or addition are made in writing signed by the
Issuer and Trustee and upon the notice to BAPEPAM-LK without prejudice other provision in Trust Agreement.
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17.3 If one of the parties fails to fulfill accordingly the obligation arising from the Bond or pursuant to Trust Agreement, other agreements or documents
prepared or issued in connection with the issue of Bond, such party shall be considered fails to perform its obligations just by the lapse of the time and
thereby no evidence and/or other particulars shall be required in any form whatsoever in view of the provision of Article 12 of Trust Agreement.
17.4 Trustee Certificate on total Bond Principal and/or Bond Interest as well as other sum of money which at any time is due and payable by the Issuer to the
Bond Holder shall be the evidence on Outstanding Amount without prejudice the rights of the Issuer to prove that the actual sum to be paid by the Issuer is
less than the sum stipulated by the Trustee. In the event of difference of calculation of the obligation of payment of the Issuer, the Trustee together with the
Issuer will make the recalculation.
17.5 Trust Agreement shall be valid for as well as bind the parties as well as the successor(s) of the respective party.
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17.6 Unless provided otherwise in Trust Agreement, if the dates stipulated for the payment of Bond Interest or total Bond Principal falls not on the Stock
Exchange day, the payment shall be made on the following Stock Exchange Day.
17.7 The expenses to prepare Trust Agreement, other agreements and documents relating to or in connection with the Issue where the Issuer becomes the party
thereto shall be borne and paid by the Issuer.
17.8 Trust Agreement shall be the final agreement and covenant reached by the parties thereto relating to the matters performed in Trust Agreement, and
therefore Trust Agreement supersedes all agreements, covenants and commitments already made by the parties prior to the execution of Trust Agreement
both orally and in writing, directly or indirectly, pertaining the matters performed in Trust Agreement.
17.9 Trust Agreement and the implementation thereof shall be subjected to and construed in accordance with the provision of the Acts and Law of the Republic
of Indonesia.
Article 18
DISPUTE SETTLEMENT
18.1 The parties shall make effort to settle on amicable basis all disputes or difference of opinion arising
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from or relating to Trust Agreement. In the event the dispute or difference of opinion cannot be settled on amicable basis within the period of 30 (thirty)
Calendar Days as of the date of notice from one of the parties on such dispute (“Grace Period”), such dispute or difference of opinion shall be settled
through Indonesian National Arbitration Board (“BANI”) applying Regulation and Agenda of BANI and subjected to Law Number 30 of 1999 (one
thousand nine hundred ninety nine) on Arbitration and Alternative Dispute Settlement (“Law on Arbitration”) together with all amendments thereof unless
expressly stipulated otherwise in Trust Agreement.
18.2 The parties agree that the arbitration shall be conducted in the manner as follows:
(i) The arbitration process shall be conducted in Jakarta, Indonesia and in Indonesian Language;
(ii) The arbitrator performing the arbitration process shall be the arbitration council consisting of 3 (three) arbitrators, which at least 1 (one) arbitrator is
the legal consultant already registered with BAPEPAM-LK as the supporting profession in Capital Market (if any);
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(iii) The appointment of the arbitrator shall be made at the latest 30 (thirty) Calendar Days as of the end of the Grace Period. The respective disputing
party shall appoint one arbitrator.
(iv) Within not later than 14 (fourteen) Calendar Days as well as the appointment of both arbitrators by the respective parties, those two arbitrators shall
be obliged to appoint and choose the third arbitrator who will act as the Chief of Arbitration Council.
(v) In case of failure to attain the agreement in the appointment of the third arbitrator, the selection and appointment thereof shall be conveyed to the
Chairman of BANI in accordance with the Regulation and Agenda of BANI;
(vi) The Arbitrator Council shall examine the case and dispute based on the provisions and interpretation pursuant to the Law of Indonesia as well as the
aim and objective of Trust Agreement;
(vii) The judgment of the arbitration council shall be final, binding and has the permanent force of law for the disputing parties and executed by the
parties. The parties agree and promise
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not to claim nor cancel the judgment of the said BANI arbitration council before the court or any place wheresoever;
(viii) To execute such judgment of BANI arbitration, it shall be performed in the permanent domicile (legal domicile) in the Registrar Office of District
Court of Central Jakarta in Jakarta;
(ix) All expenses arising in connection with the arbitration process shall be borne by the respective parties;
(x) All rights and obligations of the parties hereunder shall continue to be valid during the continuation of the arbitration process.
-The appearers declare hereby to ensure the truth of the identities of them in accordance with the identity card produced to me, Notary and be fully responsible
for the same and furthermore the appearers also declare that they already understand and apprehend the content of this deed.
IN WITNESS WHEREOF
-This deed is made as minute and read out as well as signed in Jakarta on the day and date as mentioned at the preamble hereof in the presence of:
1. -Mrs. INDAH FATMAWATI, Sarjana Hukum, born in Jakarta, dated 28-07-1959 (twenty-eighth day of July one thousand
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nine hundred fifty nine), Indonesian National, residing in South Jakarta, Tebet Timur Dalam VI K/4, Rukun Tetangga 003, Rukun Warga 006, Village of
Tebet Timur, Sub-district of Tebet.
-Holder of Identity Card Number: 09.5007.680759.0199.
2. -Mrs. SITI RUMANDANG BULAN LUBIS, Sarjana Hukum, Magister of Notary, born in Medan, dated 31-01-1978 (thirty-first day of January one
thousand nine hundred seventy eight), Indonesian National, residing in East Jakarta, Jalan Cemara F/43, CJT II, Rukun Tetangga 004, Rukun Warga 004,
Village of Gedong, Sub-district of Pasar Rebo.
-Holder of Identity Card Number: 09.5406.710178.8501.
both are assistants to Notary, as witnesses.
Remembering that this deed is already discussed before by the parties accordingly, only its outline or summary thereof is read out by me, Notary to the appearers
and witnesses, and then this deed was immediately signed by the appearers, witnesses and me, Notary.
-Done with two deletions with substitutions.
-The original hereof is duly signed.
ISSUED AS TENOR.
[signed and sealed over a revenue stamp Rp 6,000]
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Exhibit 15.4
APPOINTMENT LETTER
NO. 096/IB0/LGL/07-POA
Under the Appointment Letter of the President Commissioner of PT Indosat Tbk (“Indosat”) dated 8 June 2006 (“President Commissioner’s Appointment
Letter”), the President Commissioner has appointed any Director who may be appointed by Deputy President Director to represent the Board of Directors of
Indosat in the event that the President Director and Deputy President Director are absent or not available due to any reason whatsoever, and authorized the
Deputy President Director to appoint any Director to represent the Board of Directors of Indosat.
Based on the President Commissioner’s Appointment Letter, in my capacity as Deputy President Director of Indosat, I hereby appoint Wong Heang Tuck,
Finance Director to represent the Board of Directors of Indosat to signed dual currency funded swap confirmation and its agreement forms a part of and is
subject to the ISDA Master Agreement dated as of 13 May 2005 between Indosat and Goldman Sachs International.
The above representations shall include but not limited to (a) exercise any and all rights and undertake any and all obligations with respect to the rights and
obligations vested in the Board of Directors of Indosat under the prevailing laws and regulations and Indosat’s Articles of Association and internal policies,
(b) sign any required documents and (c) appear before any governmental authority or regulatory body.
This Appointment Letter shall come into effective as of 23 May 2007.
Date : 23 May 2007
Deputy President Director
25 May, 2007
To: PT Indosat Tbk (“Indosat”)
Attn: Mr. Wong Heang Tuck
Fax: +62-21-34833077
From: Goldman Sachs International (“GSI”)
Fax; +44 20 7552 3645
Re: Dual Currency Funded Swap
Ref. No.: SDB510368410
Dear Sir or Madam,

The purpose of this letter (this Confirmation) is to confirm the terms and conditions of the transaction entered into between Goldman Sachs International (Party
A) and PT Indosat Tbk (Party B) on the Trade Date specified below (the Transaction).
This Confirmation supplements, forms a part of and is subject to the ISDA Master Agreement dated as of 13 May 2005, as amended and supplemented from time
to time (the Agreement), between GSI and Indosat. All provisions contained, or incorporated by reference, in the Agreement will govern this Confirmation
except as expressly modified below.
In the event of any inconsistency between the provisions of the Agreement and this Confirmation, this Confirmation will prevail for purposes of this Transaction.
The definitions and provisions contained in the 2000 ISDA Definitions (as published by the International Swaps and Derivatives Association, Inc.) (the 2000
Definitions) are incorporated into this Confirmation. In the event of any inconsistency between those definitions and provisions and this Confirmation, this
Confirmation will govern.
Each party’s obligations under this Transaction are subject to the condition precedent that as at the Effective Date: (i) Party A has notified Party B that it has
received all of the documents and other evidence listed in Clause 3.1 of the Appendix to this Confirmation in form and substance satisfactory to it: (ii) no Event
of Default or Potential Event of Default has occurred or is continuing or would result from the occurrence of the Effective Date; (iii) the representations set out in
Clause 1.1 below are true in all material respects; (iv) Party B has disclosed the terms of the Transaction in a public announcement as required by the U.S.
Securities and Exchange Commission that is, in form and substance, as set out in the Annex to this Confirmation; and (v) Party A has notified Party B that it has
received a legal opinion on the Transaction addressed to it from Party B’s Indonesian counsel, Assegaf Hamzah & Partners, as to matters of Indonesian law that
is acceptable to Party A in its sole and absolute discretion.
The terms of the particular Transaction to which this Confirmation relates are as follows:
Trade Date: 23 May, 2007
Effective Date: 30 May, 2007
Termination Date: The Fixed Rate Payer II Payment Date falling in May 2013.
Business Days: London, Hong Kong, Jakarta
Business Day Convention: Modified Following
Calculation Agent: Party A
Fixed Amounts I:
Fixed Rate Payer I: Party B
Fixed Rate Payer I Calculation Amount: IDR 434,300,000,000 (the IDR National Amount)
Fixed Rate Payer I Payment Dates: Each 28 February, 30 May, 30 August and 30 November in each year in the
period commencing on 30 August 2007 and ending on and including the
FX Option Exercise Date.
Fixed Rate Payer I Calculation Periods: Each period from and including one Fixed Rate Payer I Payment Date to
but excluding the next following Fixed Rate Payer I Payment Date, except
that (a) the initial Fixed Rate Payer I Calculation Period will commence on
and include the Effective Date and (b) the final Fixed Rate Payer I
Calculation Period will end on but exclude the FX Option Exercise Date.
Fixed Rate I: 8.75% per annum
Fixed Rate Payer I Day Count Fraction: Actual/360
Fixed Amounts I: For the purpose of calculating Fixed Amounts I, Section 5.l(b) of the 2000
Definitions will be amended by inserting “x FX Spot Rate” at the end of the
formula set out therein.
For the avoidance of doubt. Fixed Amounts I shall be payable in USD.
Fixed Amounts II:
Fixed Rate Payer II: Party B
Fixed Rate Payer II Calculation Amount: Either:
(i) the IDR Notional Amount; or
(ii) if Party A exercises the FX Option, the USD Notional Amount.
Fixed Rate Payer II Payment Date: 30 May, 2013
Fixed Rate Payer II Calculation Period: The period from and including the FX Option Exercise Date to but
excluding the Termination Date.
Fixed Rate II: Either:
(i) 8.75 % per annum; or
(ii) if Party A exercises the FX Option, 6.45% per annum.
Fixed Rate Payer II Day Count Fraction: Actual/360
Fixed Amounts II: For the purpose of calculating Fixed Amounts II, unless Party A exercises
the FX Option, Section 5.1(b) of the 2000 Definitions will be amended by
inserting “x FX Spot Rate” at the end of the formula set out therein.
For the avoidance of doubt, Fixed Amounts II shall be payable in USD.
Initial Exchanges:
Initial Exchange Date: Effective Date
Party A Initial Exchange Amount: USD 50,000,000 (the USD Notional Amount)
Final Exchanges:
Final Exchange Date: Termination Date
Party B Final Exchange Amount: Either:
(i) the IDR Notional Amount multiplied by the FX Spot Rate; or
(ii) if Party A exercises the FX Option, the USD Notional Amount.
Other Provisions:
FX Option: An option that Party A may exercise by notice to Party B on the FX Option
Exercise Date.
FX Option Exercise Date: 30 May, 2012, subject to adjustment in accordance with the Business Day
Convention.
FX Spot Rate: In respect of any date, the spot rate of exchange for conversion of IDR into
USD (expressed as the amount of USD per IDR) as of approximately 11:00
a.m. Jakarta time on the second Business Day prior to such date, as
determined by the Calculation Agent.
Account Details:
Account for payments to Party A:
ENTITY NAME: GOLDMAN SACHS INTERNATIONAL

BANK NAME: CITIBANK
CITY: NEW YORK
ABA: 021000089
Account No.: 40616408
Account for payments to Party B:
ENTITY NAME: PT INDOSAT TBK

BANK NAME: CITIBANK
CITY: JAKARTA
SWIFT CODE: CITIIDJX
ACCOUNT NO.: 0-103472-512
Representations, Acknowledgements and Agreements:
1. Representations
1.1 Party B represents, on the date of this Confirmation and on the Effective Date, to Party A that:
(a) It is entering into this Transaction for genuine commercial purpose and not for the purpose of speculation. All Authorisations required to enable it
lawfully to enter into, exercise its rights and comply with obligations, in this Transaction, and to make this Confirmation admissible in evidence in
its jurisdiction of incorporation have been obtained and are in full force and effect.
(b) It is acting for its own account, and is capable of making, and has made, its own independent investment decisions to enter into this Transaction and
to assess and assume the risks of this Transaction and as to whether this Transaction is appropriate and proper for it based upon its own judgment
and upon advice from such advisers as it has deemed necessary, including advice from its tax advisor regarding the tax implications of this
Transaction. No communication (written or oral) received from Party A shall be deemed to be an assurance or guarantee as to the expected results of
this Transaction.
(c) It has been given the opportunity to obtain information from Party A concerning the terms and conditions of this Transaction for it to evaluate the
merits and risks of this Transaction and understands, and is capable of assuming, such risks.
(d) It is not relying on any communication (written or oral) of Party A as advice or as a recommendation to enter into this Transaction and understands
that information and explanations related to this Transaction is not to be considered advice or a recommendation to enter into this Transaction. It is
understood that information and explanations related to the terms and conditions of this Transaction are made incidental to Party A’s business and
shall not be considered investment advice or recommendation to enter into this Transaction.
(e) Pari passu ranking. Its payment obligations under this Agreement rank at least pari passu with the claims of all its other unsecured and
unsubordinated creditors, except for obligations mandatorily preferred by law.
(f) Internal controls. Party B maintains a system of internal accounting controls sufficient to provide reasonable assurance that (i) transactions are
executed in accordance with management’s general or specific authorisations; (ii) transactions are recorded as necessary to permit preparation of
financial statements in conformity with generally accepted accounting principles in the Republic of Indonesia and to maintain asset accountability;
(iii) access to assets is permitted only in accordance with management’s general or specific authorisation; and (iv) the recorded accountability for
assets is compared with the existing assets at reasonable intervals and appropriate action, is taken with respect to any differences.
(g) Sarbanes-Oxley. There is and has been no failure on the part of Party B or any of Party B’s directors or officers, in their capacities as such, to
comply with any applicable provision of the Sarbanes-Qxley Act of 2002 and the rules and regulations promulgated in connection therewith.
(h) This Transaction is a form of Financing as defined in the Circular Resolutions of the Board of Directors of PT Indosat Tbk, No. 004/A00/FIN/07,
dated 22 February 2007 and has been duly authorized by the board of directors of Party B pursuant to such resolution.
1.2 Party A represents, on the date of this Confirmation and on the Effective Date, to Party B that it is entering into this Transaction for genuine commercial
purpose and not for the purpose of speculation. All Authorisations required to enable it lawfully to enter into, exercise its rights and comply with
obligations, in this Transaction, and to make this Confirmation admissible in evidence in its jurisdiction of incorporation have been obtained and are in full
force and effect.
2. Acknowledgements and Agreements

Party B acknowledges and agrees that:
(a) Party A is acting as principal and is not acting as a fiduciary for, or an advisor to, it in connection with this Transaction.
(b) Party A does not provide tax, legal, accounting or other advice. Neither it nor any of its advisors are relying on any communication (written or oral)
from Party A as tax, legal, accounting or other advice; it being understood that information and explanations related to the terms and conditions of
this Transaction shall not be considered tax, legal, accounting or other advice.
(c) For the purpose of Section 4(e) and the Transaction evidenced by this Confirmation, all jurisdictions will be deemed to be Stamp Tax Jurisdictions
with respect to Party B and no jurisdiction will be deemed to be a Stamp Tax Jurisdiction with respect to Party A.
(d) Under the law of its jurisdiction of incorporation, all of the payment obligations of Party B to Party A under the Transaction evidenced by this
Confirmation (as an ‘offshore loan’ pursuant to the applicable regulations) by Party B must be reported to and recorded within 10 Business Days of
the date on which this Confirmation is executed with Bank Indonesia (Indonesian Central Bank), the Team for Coordination of the Management of
Offshore Commercial Loans, and the Department of Finance of the Republic of Indonesia by Party B and Party B agrees to pay stamp duty in a
nominal amount of IDR 6,000 immediately following the execution of this Confirmation.
(e) It will fully disclose the Transaction to its auditors and it will procure that the auditors account for, report and disclose the Transaction in
compliance with the relevant GAAP. Its annual financial statements with respect to the period including the Effective Date will be duly approved by
its board of commissioners.
Confirmation:
Please confirm that the foregoing correctly sets forth the terms of our agreement by executing a copy of this Confirmation and returning it to us, or by sending to
us a facsimile or telex substantially similar to this facsimile which sets forth the material terms of the Transaction to which this Confirmation relates and indicates
agreement to those terms. We are delighted to have executed this Transaction with you and look forward to working with you again.
Yours sincerely,
GOLDMAN SACHS INTERNATIONAL
By:
Name: Matt Seager

Title:
Confirmed as of the date first written above:
PT INSOSAT TBK
By:
Name: Wong Heang Tuck

Title:
APPENDIX
1. DEFINITIONS
In this Confirmation (and not otherwise):
“Accrued Unpaid Amount” owing to any party means, with respect to an Early Termination Date, for any Calculation Period (i) in which such Early
Termination Date is designated; and (ii) for which the relevant Payment Date falls after such Early Termination Date, a pro rata proportion (based on
(a) the actual number of days elapsed in such Calculation Period (to but excluding the Early Termination Date) over (b) the total number of days in such
Calculation Period) of the amount that would have become payable on such Payment Date (or that would have become payable on such Payment Date but
for Section 2(a)(iii)).
“Authorisation” means an authorisation, consent, approval, resolution, licence or filing.
“Dual Currency Funded Swap Confirmation.” means the Confirmation with a trade reference of SDB510368410.
‘Exchange Act” means the U.S, Securities Exchange Act of 1934, as amended from time to time.
“Finance Document” means this Confirmation and any other document designated as such by Party A and Party B.
“GAAP” means generally accepted accounting principles in:
(a) the Republic of Indonesia; or
(b) the United Slates of America,

in each case, as in effect on the date of this Confirmation.
“IDR Indosat Notes” means any notes either issued by FT Indosat Tbk or guaranteed by FT Indosat Tbk where the settlement currency for payments is
IDR, as amended, supplemented of varied from time to time.
“Notes” the USD 250,000,000 7.125% Guaranteed Notes due 2012 issued by Indosat International Finance Company B.V. and unconditionally and
irrevocably guaranteed by PT Indosat Tbk, as amended, supplemented or varied from time to time.
“Permitted Holders” means Singapore Technologies Telemedia Pte Ltd and any Person who controls or is controlled by Singapore Technologies
Telemedia Pte Ltd; provided, that for purposes of this definition “control” means the beneficial ownership (as defined in Rule 13d-3 under the Exchange
Act) of more than 50% of the total voting power of the Voting Stock of a Person normally entitled to vote in the election of directors, managers or trustees,
as applicable, of a Person.
“Person” has the meaning given to it in the Offering Memorandum.
“Restricted Subsidiaries” has the meaning given to it in the Offering Memorandum.
“USD Indosat Notes” means any notes either issued by FT Indosat Tbk or guaranteed by PT Indosat Tbk where the settlement currency for payments is
USD, as amended, supplemented or varied from time to time.
“Tax” means any tax, levy, impost, duty or other charge or withholding of a similar nature (including any penalty or interest payable in connection with
any failure to pay or any delay in paying any of the same).
“Voting Stock” has the meaning given to it in the Offering Memorandum.
2. ADDITIONAL TERMINATION EVENTS

Each of the following shall constitute an Additional Termination Event in respect of which Party B is the sole Affected Party (provided however that, in
respect of the Additional Termination Event in Cause 2.1 below, Party A is deemed to be the sole Affected Party for the purposes of Section 6(b)(iv) only)
and the Transaction evidenced by this Confirmation is the sole Affected Transaction. Party B shall notify Party A of the occurrence of any event described
in Clause 2.2 (Default under the Notes), Clause 2.3 (Default under the USD Indosat Notes or the IDR Indosat Notes), Clause 2.4 (No outstanding USD
Indosat Notes) or Clause 2.5 (Change of Control) below promptly upon the occurrence thereof.
2.1 Tax Reasons
(a) As a result of any change in or amendment to the laws of the United Kingdom or the Republic of Indonesia (or any political subdivision or taxing
authority thereof or therein) or any regulations or rulings promulgated thereunder or any change in the official interpretation of such laws,
regulations or rulings, which change or amendment or treaty becomes effective on or after the date of this Confirmation Party B is, or on the next
payment date would be, required to make any deduction or withholding for or on account of Tax (as defined in this Confirmation) from a payment in
respect of the Transaction evidenced by this Confirmation (a “Tax Deduction”) (or such other withholdings) and any such Tax Deduction, if
required, is required to be made at a rate in excess of 10%, and Party B, subject to the provisions below, gives Party A notice thereof (a “Tax
Reasons Notice”),
(b) Notwithstanding paragraph (a) above, no Tax Reasons Notice may be given by Party B earlier than 30 days prior to the earliest date on which Party
B would be obliged to make an increase in a payment made to Party A (a “Tax Payment”).
(c) In addition, Party B must deliver to Party A, prior to the giving of any Tax Reasons Notice:
(i) an Officer’s Certificate (as defined in the Offering Memorandum) stating that Party B is entitled to effect a termination under paragraph
(a) above and setting forth a statement of facts showing that the conditions precedent to such termination have occurred; and
(ii) a copy of the text of the relevant amendment or change or treaty at described in paragraph (a) above.
2.2 Default under the Notes

The occurrence, in the period from and including the Trade Date to and including the earlier of (i) 22 June, 2012 and (ii) the date on which all of the Notes
are redeemed, purchased or cancelled (the “Note Redemption Date”), of any event which would be a Default (under and as defined in the Offering
Memorandum), regardless of whether such event actually becomes an Event of Default.
2.3 Default under the USD Indosat Notes or the IDR Indosat Notes
The occurrence, on any day in the period from but excluding the Note Redemption Date to and including the Termination Date, of a default (however
described) under either (i) the USD Indosat Notes (if any) then outstanding with the longest remaining time to the scheduled maturity thereof as at such
day; or (ii) if there are no USD Indosat Notes then outstanding, the IDR Indosat Notes (if any) then outstanding with the longest remaining time to the
scheduled maturity thereof as at such day, regardless of whether such event becomes an event of default (under and however described in the relevant offer
document (however described)).
2.4 No outstanding USD Indosat Notes

The Note Redemption Date has occurred and there are no USD Indosat Notes outstanding.
2.5 Change of Control

The occurrence of a Change of Control where “Change of Control” means:
(a) if:
(1) any “person” or “group” (as such terms are used in Sections 13(d) and 14(d) of the Exchange Act or any successor provisions to either of the
foregoing), including any group acting for the purpose of acquiring, holding, voting or disposing of securities within the meaning of Rule
13d-5(b)(l) under the Exchange Act, other than any one or more of the Permitted Holders, becomes the “beneficial owner” (as defined in
Rule 13d-3 under the Exchange Act, except that a person will be deemed to have “beneficial ownership” of all shares that any such person
has the right to acquire, whether such right is exercisable immediately or only after the passage of time), directly or indirectly, of 35% or
more of the total voting power of the Voting Stock of Party B; and
(2) the Permitted Holders are the “beneficial owners” (as defined in Rule 13d-3 under the Exchange Act, except that a person will be deemed to
have “beneficial ownership” of all shares that any such person has the right to acquire, whether such right is exercisable immediately or only
after the passage of time), directly or indirectly, in the aggregate of a lesser percentage of the total voting power of the Voting Stock of Party
B than such other person or group (for purposes of this clause (a), such person or group shall be deemed to beneficially own any Voting
Stock of a specified corporation held by any other corporation (the “parent corporation”) so long as such person or group beneficially
owns, directly or indirectly, in the aggregate a majority of the total voting power of the Voting Stock of such parent corporation); or
(b) the sale, transfer, assignment, lease, conveyance or other disposition, directly or indirectly, of all or substantially all the assets of the Party B and the
Restricted Subsidiaries considered as a whole shall have occurred, or Party B merges, consolidates or amalgamates with or into any other Person or
any other Person merges, consolidates or amalgamates with or into the Party B, in any such event pursuant to a transaction in which the outstanding
Voting Stock of the Party B is reclassified into or exchanged for cash, securities or other Property, other than any such transaction where:
(1) the outstanding Voting Stock of the Party B is reclassified into or exchanged for Voting Stock of the surviving corporation; and
(2) the holders of the Voting Stock of the Party B immediately prior to such transaction own, directly or indirectly, not less than a majority of
the Voting Stock of the surviving corporation immediately after such transaction and in substantially the same proportion as before the
transaction; or
(c) the shareholders of the Party B shall have approved any plan of liquidation or dissolution of the Party B.
3. OTHER PROVISIONS
3.1 For the purpose of this Transaction only, Part 3(b) of the Schedule is amended by the addition of the following:
The following documents to be delivered by Party B upon execution of the Dual Currency Funded Swap Confirmation which shall, in each case, be
covered by Section 3(d) (Representations):
(i) a copy of the Articles of Association of Party B, including any amendment thereto, together with the requisite approval of the Minister authorized by
laws on limited liability companies to approve such amendments thereto and evidence of the receipt by such Minister of any report on any
amendment to the Articles of Association of Party B which is required to be reported, and evidence of registration at Company Registration Office
of Department of Trade and their required publications in the Indonesian State Gazette. In addition thereto, copy of minutes of General Meeting of
shareholders of Party B appointing the incumbent members of Party B’s board of directors and board of commissioners, together with the evidence
of receipt by such Minister and registration at Company Registration Office of Department of Trade;
(ii) a copy of a resolution of the board of commisioners of Party B approving the terms of, and the transactions contemplated by, the Finance
Documents (as defined in the Dual Currency Funded Swap Confirmation);
(iii) a copy of a resolution of the board of directors of Party B;
(A) approving the terms of, and the transactions contemplated by, the Finance Documents and resolving that it execute the Finance
Documents;
(B) authorising a specified person or persons to execute the Finance Documents and deliver on its behalf; and
(C) authorising a specified person or persons, on its behalf, to sign and/or despatch all documents and notices to be signed and/or
despatched by it under or in connection with the Finance Documents;
(iv) a certificate of Party B (signed by the Deputy President Director authorized to act on its behalf) confirming that (A) entering into the Transaction
evidenced by the Dual Currency Funded Swap Confirmation would not cause any borrowing or similar limit binding on it to be exceeded; (B) each
copy document delivered to Party A pursuant to Part 3(b) of the Schedule (as amended by Clause 3.1 of this Appendix) is correct, complete and in
full force and effect as at a date no earlier than the date of the Dual Currency Funded Swap Confirmation; and (C) the name ndand title of each
authorized person appointed by the Board of Directors of Party B under the Resolution of Board of Directors of Party B dated 22 February 2007,
to sign the Finance Documents and other related documents to which Party B is a party and all documents and notices required in connection
therewith on behalf of Party B and give instructions in connection therewith, together with a specimen of the signature of each such person;
10
(v) a legal opinion of internal counsel to Party B, as to matters of Indonesian law, addressed to Party A; and
(vi) a letter of authorisation from Party B to Party A regarding the role of Party A in the Transaction in the form agreed between Party A and Party B.
3.2 Within 10 days after execution of the Dual Currency Funded Swap but before the Effective Date, Party B shall deliver a certified copy of Party B’s
letter(s) to Bank Indonesia, Team for Coordination of the Management of Offshore Commercial Loans and Department of Finance of the Republic of
Indonesia (as required under Clause 2(d) of this Confirmation), with evidence showing receipt of the letter(s) by the relevant addressees.
3.3 In respect of the Transaction evidenced by this Confirmation, notwithstanding the definition of “Indemnifiable Tax” in Section 14 of this Agreement, in
relation to payments by Party B, any Tax shall be an Indemnifiable Tax and in relation to payments by Party A, no Tax shall be an Indemnifiable Tax.
3.4 In the event that the offering memorandum dated June 25, 2005 in respect of the Notes is amended, supplemented or varied from time to time (as amended,
supplement or varied from time to time, the “Offering Memorandum”), Party B shall notify Party A of such event promptly upon the occurrence thereof.
3.5 If an Early Termination Date is designated in respect of this Transaction:
(a) before the FX Option Exercise Date, then Party A’s Loss (in respect of this Transaction only) will be deemed to be an amount equal to the sum of
(A) the Termination Currency Equivalent of the IDR Notional Amount multiplied by the FX Spot Rate in respect of the Early Termination Date;
(B) the Termination Currency Equivalent of the net present value of the FX Option to Party A. as determined by Party A in good faith and a
commercially reasonable manner (assuming that the relevant Event of Default or Termination Event had not occurred and that such Early
Termination Date had not been so designated); plus (C) (I) the Termination Currency Equivalent of the Unpaid Amounts owing to Party A less (II)
the Termination Currency Equivalent of the Unpaid Amounts owing to Party B; plus (D) (I) the Termination Currency Equivalent of the Accrued
Unpaid Amounts owing to Party A less (II) the Termination Currency Equivalent of the Accrued Unpaid Amounts owing to Party B (and, for the
avoidance of doubt, Party B’s Loss will be deemed to be equal to the product of Party A’s Loss and -1); and
(b) on or after the FX Option Exercise Date and Party A exercises or exercised the FX Option on the FX Option Exercise Date, then Party A’s Loss (in
respect of this Transaction only) will be deemed to be an amount equal to the sum of (A) the Termination Currency Equivalent of the USD Notional
Amount; plus (B) (I) the Termination Currency Equivalent of the Unpaid Amounts owing to Party A less (II) the Termination Currency Equivalent
of the Unpaid Amounts owing to Party B; plus (C) (I) the Termination Currency Equivalent of the Accrued Unpaid Amounts owing to Party A less
(II) the Termination Currency Equivalent of Che Accrued Unpaid Amounts owing to Party B (and, for the avoidance of doubt, Party B’s Loss will
be deemed to be equal to the product of Party A’s Loss and -1); and
11
(c) on or after the FX Option Exercise Date and Party A does not or did not exercise the FX Option on the FX Option Exercise Date, then Party A’s
Loss (in respect of this Transaction only) will be deemed to be an amount equal to the sum of (A) the Termination Currency Equivalent of the IDR
Notional Amount multiplied by the FX Spot Rate in respect of the Early Termination Date; plus (B) (I) the Termination Currency Equivalent of the
Unpaid Amounts owing to Party A less (II) the Termination Currency Equivalent of the Unpaid Amounts owing to Party B; plus (Q (I) the
Termination Currency Equivalent of the Accrued Unpaid Amounts owing to Party A less (II) the Termination Currency Equivalent of the Accrued
Unpaid Amounts owing to Party B (and, for the avoidance of doubt, Party B’s Loss will be deemed to be equal to the product of Party A’s Loss and
-1).
3.6 For the purpose of the Transaction evidenced by this Confirmation, notwithstanding Part 4(i) of the Schedule to tne Agreement;
(1) any dispute, controversy or claim howsoever arising out of or in connection with this Confirmation and the Transaction evidenced by this
Confirmation or the breach hereof, including any questions regarding its existence, validity or termination, shall be referred to and finally resolved
by arbitration under the Rules of the London Court of International Arbitration, which rules are deemed to be incorporated by reference into this
Clause 3-6;
(2) any award rendered in connection with an arbitration pursuant to this Clause 3.6 shall be final and binding, and judgment upon such an award may
be entered and enforced in any court of competent jurisdiction; provided however that the parties agree that the arbitrators may not make an award
in respect of punitive damages;
(3) The forum for arbitration under this Clause 3.6 shall be London, the law governing the procedure for such arbitration shall be the law of England
and the arbitration shall be conducted in English language;
(4) the tribunal shall consist of three arbitrators (the “Arbitral Tribunal”); two of them shall be nominated by the respective parties and appointed by
the LCIA Court; the two arbitrators so chosen shall select a third arbitrator and the third arbitrator shall be Chairperson of the Arbitral Tribunal;
(5) each of Section 13(c) of the Agreement, Section 13(b) of the Agreement and Part 1(i) (Irrevocable Submission to Jurisdiction) of the Schedule to the
Agreement is not applicable in respect of the Transaction under this Confirmation.
12
ANNEX
PT Indosat Tbk (“Indosat”) has raised financing in an amount of IDR434,300,000,000/USD50,000,000 (the “Financing”). The Financing is a bilateral
agreement between Goldman Sachs International (“GSI”) and Indosat, and is repayable after 6 years.
13
Exhibit 15.5
ADDENDUM I
TRUST AGREEMENT OF
INDOSAT SUKUK IJARAH (ISLAMIC BONDS) II YEAR 2007
– Number: 34.
– At 15.30 WIB (fifteen thirty minutes Western Indonesia Time).
– On this day Wednesday, dated the ninth day of May two thousand seven (09-05-2007).
– Appear before me, Mrs. POERBANINGSIH ADI WARSITO, Sarjana Hukum, Notary practicing in Jakarta, in the presence of the witnesses whom I, Notary
I. Mr. JOHNNY SWANDI SJAM, born in Jakarta, dated the fifteenth day of August one thousand nine hundred sixty), Indonesian National, Director
of the company to mention hereinbelow, residing in East Jakarta, Jalan Pulo Asem I Number 10, Rukun Tetangga 003, Rukun Warga 001, Village of
Jati, Sub–district of Pulo Gadung.
– Holder of Identity Card number: 09.5402.150860.0425.
– According to his statement in this matter acting in his capacity as mentioned above and by virtue of the Appointment Letter made privately and
duly stamped dated the third day of April two thousand seven (03–04–2007) which original thereof was produced to me,
Notary, thereby representing the Board of Directors, where to take the legal act hereinbelow according to his statement he has obtained
the approval from the Commissioners Board of the Company, all of the foregoing as evidenced from the Appointment Letter made
privately and duly stamped dated the eighth day of June two thousand six (08-06-2006) which original thereof is produced to me, Notary,
of and thereby for and on behalf of as well as validly representing PT INDOSAT Tbk, having its domicile in Jakarta which articles of
association thereof was already amended several times by virtue of:
– deed dated the eighth day of March two thousand four (08-03-2004) Number 7, drawn up before me, Notary, which report on the
amendment to articles of association thereof was already received and registered with Database of Corporate Body Administration
System of Ministry of Justice and Human Rights of the Republic of Indonesia dated the eighth day of March two thousand four
(8-3-2004) Number: C-05582.HT.01.04.TH.2004;
– deed dated the thirtieth day of September two thousand four (30-09-2004) Number 145, drawn up before AULIA TAUFANI, Sarjana
Hukum, in those day substitute of SUTJIPTO, Sarjana Hukum Notary practicing in Jakarta,
which was already approved by the Minister of Law and Human Rights of the Republic of Indonesia by his letter dated the second day of
December two thousand four (02-12-2004) Number: C-29270.HT.01.04.TH.2004 and which report on the amendment to articles of
association thereof was already received and registered with Database of Corporate Body Administration System of Ministry of Justice
and Human Rights of the Republic of Indonesia dated the eighth day of December two thousand four (8-12-2004) Number:
C-29786.HT.01.04.TH.2004;
– deed dated the twenty-fourth day of December two thousand four (24-12-2004) Number 141, drawn up before AULIA TAUFANI,
Sarjana Hukum, in those day substitute of SUTJIPTO, Sarjana Hukum Notary practicing in Jakarta, which notice thereof was already
received and registered with Database of Corporate Body Administration System of Ministry of Justice and Human Rights of the
Republic of Indonesia dated the fourth day of January two thousand five (04–01–2005) Number: C–00088.HT.01.04.TH.2005;
– deed dated the fourteenth day of January two thousand five (14–01–2005) Number 79, drawn up before AULIA TAUFANI, Sarjana
Hukum, in those day substitute of SUTJIPTO, Sarjana Hukum Notary practicing in Jakarta,
which report on the amendment to articles of association thereof was already received and registered with Database of Corporate Body
Administration System of Ministry of Justice and Human Rights of the Republic of Indonesia dated the fourth day of February two
– dated the twenty-eighth day of April two thousand five (28-4-2005) Number 150, drawn up before AULIA TAUFANI, Sarjana Hukum,
in those day substitute of SUTJIPTO, Sarjana Hukum Notary practicing in Jakarta, which notice thereof was already received and
registered with Database of Corporate Body Administration System of Ministry of Justice and Human Rights of the Republic of
Indonesia dated the nineteenth day of May two thousand five (19-5-2005) Number: C-13673.HT.01.04.TH.2005;
– dated the twenty-second day of July two thousand five (28-07-2005) Number 157, drawn up before AULIA TAUFANI, Sarjana Hukum,
in those day substitute of SUTJIPTO, Sarjana Hukum Notary practicing in Jakarta, which notice thereof was already received and
Indonesia dated the eighth day of August two thousand five (4-2-2005) Number: C-21968.HT.01.04.TH.2005;
– dated the twenty-first day of October two thousand five (28-07-2005) Number 145, drawn up before AULIA TAUFANI, Sarjana
Hukum, in those day substitute of SUTJIPTO, Sarjana Hukum Notary practicing in Jakarta, which notice thereof was already received
and registered with Database of Corporate Body Administration System of Ministry of Justice and Human Rights of the Republic of
Indonesia dated the second day of December two thousand five (2-12-2005) Number: C-32142.HT.01.04.TH.2005;
– dated the twenty-first day of October two thousand five (28-07-2005) Number 146, drawn up before AULIA TAUFANI, Sarjana
Indonesia dated the sixteenth day of December two thousand five (16-12-2005) Number: C-33508.HT.01.04.TH.2005;
– dated the twenty-third day of January two thousand six (23-03-2006) Number 122, drawn up before AULIA TAUFANI, Sarjana Hukum,
in those day substitute of
SUTJIPTO, Sarjana Hukum Notary practicing in Jakarta, which notice thereof was already received and registered with Database of
Corporate Body Administration System of Ministry of Justice and Human Rights of the Republic of Indonesia dated the fifteenth day of
February two thousand six (15-2-2006) Number: C-04216.HT.01.04.TH.2006;
– dated the fifth day of May two thousand six (05-05-2006) Number 31, drawn up before AULIA TAUFANI, Sarjana Hukum, in those day
substitute of SUTJIPTO, Sarjana Hukum Notary practicing in Jakarta, which notice thereof was already received and registered with
Database of Corporate Body Administration System of Ministry of Justice and Human Rights of the Republic of Indonesia dated the
second day of June two thousand six (02-06-2006) Number: C-16129.HT.01.04.TH.2006;
– dated the twenty-first day of September two thousand six (21-09-2006) Number 129, drawn up before AULIA TAUFANI, Sarjana
Indonesia dated the fifth day of October two thousand six (05-10-2006) Number: W7-HT.01.04.1787;
– dated the ninth day of November two thousand six (9-11-2006) Number 38, drawn up before AULIA TAUFANI, Sarjana Hukum, in
those day substitute of SUTJIPTO, Sarjana Hukum Notary practicing in Jakarta, which notice thereof was already received and
Indonesia dated the twenty-eighth day of November two thousand six (28-11-2006) Number: W7-HT.01.04.4134;
(hereinafter the said PT INDOSAT Tbk shall be referred to as “Issuer”).
II. – Mr. LELI SUBARNAS, born in Tasikmalaya, dated the first day of January one thousand nine hundred sixty four (01-01-1964), Indonesian
National, Group Head Trust & Corporate Services of the company to mention hereinbelow, residing in South Jakarta, Jalan Simaskot Number 2,
Rukun Tetangga 007, Rukun Warga 006, Village of Cipete Selatan, Sub-district of Cilandak.
– Holder of Identity Card number: 09.5306.010164.7027.
– According to his statement in this matter acting in his capacity by virtue of the Power of Attorney dated the twenty-ninth day of December two
thousand six (29-
12-2006) number: B.696.DIR/KUI/TRY/12/2006 made privately, duly stamped, which original thereof was produced to me, Notary, of and thereby
for and on behalf of as well as validly representing:
Mr. ABDUL SALAM, Finance Director of the company to mention hereinbelow, Indonesian National, residing in Jakarta.
The authorizer to which in this matter he represented acting in that position, thereby acting for and on behalf of as well as validly representing
PERUSAHAAN PERSEROAN (PERSERO) PT BANK RAKYAT INDONESIA Tbk, abbreviated to PT BANK RAKYAT INDONESIA
(PERSERO) Tbk, which articles of association is already publicized in the State Gazette of the Republic of Indonesia dated the eleventh day of
September one thousand nine hundred ninety two (11-9-1992) Number: 73, Supplement Number: 3A, and recently contained in the State Gazette of
the Republic of Indonesia dated the fourth day of November two thousand three (4-11-2003) Number: 88, Supplement Number: 11053. The
composition of the members of Board of Directors and Commissioners Board was lastly contained in the deed dated the sixth day of July two
thousand six (06-07-2006) Number: 19, drawn up before IMAS FATIMAH, Sarjana Hukum, Notary practicing in Jakarta.
Who has obtained the Certificate on Being Registered as the Trusty dated the eleventh day of June one thousand nine hundred ninety six
(11-06-1996) Number: 08/STTD-WA/PM/1996 issued by the Capital Market Supervisory Board (BAPEPAM).
(PT BANK RAKYAT INDONESIA (Persero) Tbk shall hereinafter referred to as “Sukuk Trustee”).
– The appearers respectively acting in their capacities as mentioned above shall first of all declare in this deed:
1. That the Issuer shall issue and offer:
a. Sukuk Ijarah to the Public through the Public Offering (as defined hereinbelow) which will be named “INDOSAT SUKUK IJARAH II
YEAR 2007” which will be furthermore registered with the Stock Exchange within the period of 7 (seven) years as of the Date of Issue
(as defined below);
b. Bond to the Public through the Public Offering (as defined below) which will be named “INDOSAT BOND V YEAR 2007 WITH
FIXED INTEREST RATE” consisting of:
– Bond Serial A with period of 7 (seven) years as of the Date of Issue (as defined below); and
– Bond Serial B with period of 10 (ten) years as of the Date of Issue (as defined below);
2. That to issue such Sukuk Ijarah, the Issuer has made the required agreements to fulfill the transaction of
financing of Ijarah and Ijarah Object fulfilling the syariah rule, namely among others based on the ijarah agreement between the Issuer and Sukuk
Trustee, in which the Issuer assigns the benefit of Indosat Leased Circuit to Sukuk Trustee and the Sukuk Trustee approves the benefit assignment
on the Ijarah Object to be submitted to Sukuk Trustee.
Based on the ijarah agreement and Sukuk Ijarah Trust Agreement, the Issuer acts as the mu’jir (lessor) and the Sukuk Ijarah holder is represented by
Sukuk Trustee acting as mustajir (lessee). Then based on the wakalah (agency) agreement, the Holder of Sukuk Ijarah which in this matter is
represented by Sukuk Trustee as the muwakil gives power to the Issuer acting as the representative to enter into and execute the agreement or
conduct ijarah agreement with the user/lessee as the user of Ijarah Object and for the agreements already signed by the representative of the third
party as the user/lessee of the Ijarah Object agreed that it is not necessary to resign such agreement. In Ijarah agreement between the Issuer and
Sukuk Trustee it is agreed that the Issuer assigns the benefit value on Ijarah Object to the amount Rp 400,000,000,000.00 (four hundred billion
rupiah).
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3. That for the issue of Sukuk Ijarah, the Issuer has obtained the ranking result from PT Pemeringkat Efek Indonesia (Pefindo), having its domicile in
Jakarta, at rank id AA(sy) + (double A (syariah) Plus, Stable Outlook), as evidenced in its letter dated the eleventh day of April two thousand seven
(11-4-2007) Number: 178/PEF-Dir/IV/2007.
4. That in the frame of this Public Offering, the Issuer has appointed PT Bank Rakyat Indonesia (Persero) Tbk, as Sukuk Trustee in accordance with
the Capital Market Law, Regulation Number: IX.A.13 as well as Article 6 of Law Number 7 of 1992 (one thousand nine hundred ninety two) dated
the twenty-fifth day of March one thousand nine hundred ninety two (25-3-1992) regarding Banking which was already amended by virtue of Law
Number 10 of 1998 (one thousand nine hundred ninety eight) dated the tenth day of November one thousand nine hundred ninety eight (10-11-1998)
regarding Amendment to Law Number 7 of 1992 (one thousand nine hundred ninety two).
5. That in accordance with the provision of Article 70 paragraph 1 of Law on Capital Market, Regulation Number: IX.A.2 regarding Procedure for
Registration in the Frame of Public Offer, Regulation Number IX.A.1 regarding General Provision on Proposing The Declaration of Statement,
Regulation Number IX.A.13
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regarding Issue of Syariah Stock and Regulation Number IX.A.14 regarding Agreements Used In Issuing Syariah Stock in Capital Market, to
conduct this Issue and Public Offering:
(a) The Issuer shall be obliged to and therefore will submit the Declaration on Registration to the Chairman of BAPEPAM-LK;
(b) The said Declaration on Registration shall become the Stock;
(c) The Issuer shall be obliged to fulfill the requirements of the Stock Exchange in accordance with the prevailing legislation;
(d) The Issuer will adhere to the Syariah Principles at Capital Market, process of syariah stock issue and Syariah Agreement used in issuing
the syariah stock.
6. That in accordance with the provision of Article 52 of Law on Capital Market, the Issuer and Sukuk Trustee hereby enter into Trust Agreement on
INDOSAT Sukuk Ijarah II YEAR 2007 as evidenced in the deed dated the fifth day of April two thousand seven (5-4-2007) Number 12, which was
entirely amended by virtue of this deed which arranges in details all rights and obligations of the Issuer, Sukuk Ijarah Holder and Sukuk Trustee;
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7. That in the frame of Sukuk Ijarah Public Offer, the Issuer appoints PT ANDALAN ARTHA ADVISINDO SEKURITAS and PT DANAREKSA
SEKURITAS, both are domiciled in Jakarta as the Sukuk Ijarah Issue Underwriters who will be responsible for the organizing and management of
Sukuk Ijarah Public Offer, PT ANDALAN ARTHA ADVISINDO and PT DANAREKSA have agreed the appointment as the Sukuk Ijarah Issue
Underwriters, all of the foregoing as evidenced in the Sukuk Ijarah Issue Underwriting Agreement;
8. That in the frame of Sukuk Ijarah Public Offer the Issuer approves the appointment of PT ANDALAN ARTHA ADVISINDO SEKURITAS and PT
DANAREKSA SEKURITAS and other Sukuk Ijarah Issue Underwriter to mention in Addendum of Sukuk Ijarah Issue Underwriting Agreement as
the Sukuk Ijarah Issue Underwriter (as defined below) which hereby approves to guarantee with full commitment to buy the remaining Sukuk Ijarah
not bought by the Public (as defined below) based on the terms and conditions as contained in Sukuk Ijarah Issue Underwriting Agreement;
9. That in connection with this Public Offer, the Issuer has appointed KSEI (as defined below), a limited liability company having its domicile in
Jakarta to act as the Payment Agent in accordance with the provisions
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in Payment Agent Agreement made privately, duly stamped dated the fifth day of April two thousand seven (05-04-2007) Number:
SP-001/AP-Syrh/KSEI/0407 juncto dated today Number: SP-001/PI-AP-Syrh/KSEI/0507.
10. That in the frame of this Public Offer, the Issuer will use the collective custody service of KSEI in accordance with the provision of KSEI
Regulation and Sukuk Ijarah Registration Agreement at KSEI made privately, duly stamped dated the fifth day of April two thousand seven
(05-04-2007) Number: SP-001/PO-Syrh/KSEI/0407 juncto dated today, Number: SP-001/PI-PO-Syrh/KSEI/-5-7.
11. That upon the agreement of the parties, the parties intend to change total Sukuk Ijarah and Principle Bond which were originally Rp
2,000,000,000,000.00 (two trillion rupiah) to Rp 3,000,000,000,000.00 (three trillion rupiah) and upon the request from the competent authority,
also amend some terms in the deed dated the fifth day of April two thousand seven (05-04-2007) Number 10, drawn up before me, Notary.
– In connection with the foregoing, the appearers acting in their respective capacities hereby intend to amend and/or add the provisions as well as re-prepare the
Sukuk Ijarah Trust Agreement under the terms and conditions as follows:
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Article 1
DEFINITION
Unless expressly stipulated otherwise, the words written in capital letters in this Sukuk Ijarah Trust Agreement shall be defined as those as contained behind the
relevant words:
1.1. “Addendum of Sukuk Ijarah Trust Agreement” shall mean the amendment and/or addition to Sukuk Ijarah Trust Agreement as proven in this deed.
1.2. “Affiliate” in accordance with Capital Market Law shall mean:
(a) family relationship due to marriage and the second grade descent, both horizontally and vertically;
(b) relationship between the party and employee, Director or Commissioner of such party;
(c) relationship between 2 (two) companies where there is one or more same members of Board of Directors or Commissioners Board;
(d) relationship between the company and the party which directly and indirectly controls over or is controlled over by such company;
(e) relationship between 2 (two) companies controlled over directly and indirectly by the same party; or
(f) relationship between the company and main shareholder.
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1.3 “Payment Agent” shall mean KSEI, so appointed by virtue of the written agreement by the Issuer, and is obliged to assist the implementation of the
payment of the Ijarah Fee Installment and repayment of the Rest of Ijarah Fee as well as Compensation of Losses Due To Delay (if any) to Sukuk
Ijarah Holder through the Account Holder for and on behalf of the Issuer after the Payment Agent receives the fund from the Issuer with the rights
and obligations as provided in Payment Agent Agreement.
1.4 “Collateral and Guarantee” shall mean all forms of collateral and guarantee for the properties, assets and income of the certain party given in
connection with its own obligations or the obligations of other party, including but not limited to the security right, mortgage, lien, fiduciary,
borgtocht and/or corporate guarantee.
1.5 “Tolerable Collateral and Guarantee” shall mean:
a) Collateral and Guarantee of the Issuer or Subsidiary already existed or which is in the process of the guarantee providing at the time of
execution of this deed, provided that if the assets made as the Collateral and Guarantee object is already released as guarantee, such
assets can be re-encumbered as the Collateral and Guarantee for the interest of the party other than the Sukuk Ijarah Holder;
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b) Collateral and Guarantee from the party conducting merger to Issuer or Subsidiary, or from the party being the Subsidiary of the Issuer
provided that such Collateral and Guarantee is already existed before the party conducting the merger or becomes the Issuer Subsidiary,
as well as if the assets made as the Collateral and Guarantee object is already released as the guarantee, all of the foregoing due to the
merger between the Issuer and Subsidiary, such assets can then be encumbered again into Collateral and Guarantee for the interest of the
party other than Sukuk Ijarah Holder;
c) The Collateral and Guarantee provided for tender process or deposit or to guarantee the payments of tax, import duty or lease;
d) The Collateral and Guarantee provided to guarantee the certain obligations in connection with the account payable of the Issuer
or Subsidiary which is commonly done in their respectively daily business;
e) The Collateral and Guarantee in connection with the reserving of the outstanding tax;
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f) The Collateral and Guarantee to finance the assets acquisition through the credit in general, export credit or supplier or vendor financing
or capital lease, the assets of which will be the Collateral and Guarantee object for such financing and in the event the additional
Collateral and Guarantee are still needed in the frame of such financing, the providing of the additional Collateral and Guarantee is
allowable so long such additional Collateral and Guarantee are provided at the fair value in accordance with the banking general practice;
g) Collateral and Guarantee arising due to the court’s judgment already has the permanent legal force of law or already executed by the
competent law enforcer;
h) Collateral and guarantee provided in the frame of financing of cooperation project of the Issuer or Subsidiary and other party of which
the financing of that project is provided by other party (including the party with whom the Issuer or Subsidiary will cooperate);
i) Collateral and Guarantee for other assets from the Issuer arising from the establishment or expansion of the Issuer’s business which value
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does not exceed 10% (ten percent) of total Issuer’s assets as evidenced in the Issuer’s recent financial statement already audited.
1.6 “Subsidiary” shall mean the companies which:
(a) shareholding both directly or indirectly is controlled over by the Issuer at the amount of at least 50% (fifty percent) of total shares issued
in the relevant company; and
(b) financial statement is consolidated with the Issuer in accordance with the financial accounting standard prevailed in Indonesia.
1.7 “Custodian Bank” shall mean the commercial bank already obtaining the approval from BAPEPAM-LK to run the business as the Custodian.
1.8 “BAPEPAM-LK” shall mean the Capital Market Supervisory Board and Financial Institution as referred to in Capital Market Law.
1.9 “Stock Exchange” shall mean the stock exchange as defined in Article 1 point 4 of Capital Market Law, in this matter organized by PT Bursa Efek
Surabaya, having its domicile in Surabaya, or substitute and/or successors of the rights or other stock exchange to define later, in where the Bond
and Sukuk Ijarah are registered.
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1.10 “Ijarah Fee Installment” shall mean the part of the Ijarah Fee that is payable by the Issuer to Sukuk Ijarah Holder as the fee for the benefit received
by the Issuers based on the Ijarah agreement, which payment will be conducted at each Ijarah Fee Installment Payment Date based on the provision
of this deed.
1.11 “List of Account Holder” shall mean the list issued by KSEI containing the particular on Sukuk Ijarah ownership by all Sukuk Ijarah Holders
through the Account Holder at KSEI containing the particular among other name, total ownership of Sukuk Ijarah, tax status and nationality of the
Account Holder and/or Sukuk Ijarah Holder based on the data provided by the Account Holder to KSEI.
1.12 “Issue Document” shall mean:
(a) Sukuk Ijarah Trust Agreement;
(b) Sukuk Ijarah Issue Underwriting Agreement;
(c) Payment Agent Agreement;
(d) Agreement on Sukuk Ijarah Registration at KSEI;
(e) Stock Registration Preliminary Agreement between Issuer and Stock Exchange for Sukuk Ijarah registration with Stock Exchange;
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together with all amendments, addendum and renewals as well as other documents required by the competent authority.
1.13 “EBITDA” shall mean the consolidation net profit plus interest, income tax, depreciation and amortization costs.
1.14 “Stock” shall mean the securities namely the letter of acknowledgement of indebtedness, commercial securities, share, debt receipt, Collective
Investment Contract Placement Unit, Time Contract for Stock and every derivative Stock as provided in Capital Market Law.
1.15 “Syariah Stock” shall mean the stock as referred to in Capital Market Law and its implemental directives which agreement and method of issue
thereof fulfill the Syariah Principles in Capital Market.
1.16 “Effective” shall mean the fulfillment of all procedures and requirements of the Declaration of Registration stipulated in Article 74 of Capital
Market Law juncto Provision of Point … [illegible] of Regulation Number: IX.A.2 regarding the Procedure for Registration In The Frame of Public
Offer namely:
(a) based on the lapse of time namely:
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(i) 45 (forty five) days as of the date of Declaration of Statement on being accepted by BAPEPAM-LK completely; or
(ii) 45 (forty five) days as of the date of the latest amendment submitted by Issuer or requested by BAPEPAM-LK is fulfilled; or
(b) based on the declaration of effective by BAPEPAM-LK that no further particular is required;
provided that the Declaration of Statement shall be effective at the latest on the thirtieth day of June two thousand seven (30-06-2007).
1.17 “Issue” shall mean an issue of Sukuk Ijarah by the Issuer to be offered and sold to the Public through the Public Offer.
1.18 “Issuer” shall mean PT INDOSAT Tbk, having its domicile in Jakarta.
1.19 “Banking Day” shall mean the day when the banks in Jakarta open to run the banking operational activity fully and Bank Indonesia conduct inter
bank clearing activity.
1.20 “Stock Exchange Day” shall mean the day when the Stock Exchange performs the stock exchange activity, namely from Mondays through Fridays,
except the national public holidays or other holidays as stipulated by the Government of the Republic of Indonesia, or the day declared as the
holiday by the stock exchange.
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1.21 “Calendar Day” shall mean every day in one year in accordance with the Gregorian calendar nothing excepted.
1.22 “Working Days” shall mean Mondays through Fridays except national public holidays or other holidays stipulated by the Government of the
Republic of Indonesia.
1.23 “Issuer Restructuring Activity” shall mean the restructuring act conducted by the Issuer and Subsidiary from time to time in the frame of becoming
the integrated full network and service provider focused on the cellular consisting of:
(i) act of selling, leasing or in other manner transferring the assets and the Issuer business in Issuer Main Business Activity (including but
not limited to the assignment of all agreements and contractual rights) to the Issuer’s Subsidiary and sale of Issuer’s shares in the
Subsidiary so long it does not reduce the shareholding of the Issuer in the said Subsidiary to less than 51% (fifty one percent);
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(ii) act of merger of line of business among the Subsidiaries;
(iii) act of selling, buying or in other manner restructuring the shareholding or ownership of the Issuer or Subsidiary outside the Main
Business Activity of the Issuer;
(iv) other act that must be conducted based on the amendment to the legislation or policy of the Republic of Indonesia.
1.24 “Ijarah Fee” shall mean total entire fund that must be paid by the Issuer to Sukuk Ijarah Holder in connection with the Issue based on the Issue
Document in terms of Ijarah Fee Installment, Rest of Ijarah Fee and Loss Compensation Due To Delay (if any) that must be paid by the Issuer from
time to time during the validity of Sukuk Ijarah Trust Agreement.
1.25 “Issuer Main Business Activity” shall mean the Issuer Main Business activity in telecommunication and informatics sector covering:
a. effort and/or activity of providing and service of network and/or telecommunication and informatics service;
b. planning, facility construction, telecommunication and informatics facilities procurement services including the supporting resources
procurement;
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c. operation service (comprising the services of marketing as well as sale of network and/or telecommunication and informatics organized
by the Issuer), maintenance, research, telecommunication and informatics devices and/or facilities development, education and training
both in the home country and overseas;
d. the service relating to the development of network and/or telecommunication and informatics services.
1.26 “Event of Default” shall mean one or more events as mentioned in Article 22 of Sukuk Ijarah Trust Agreement.
1.27 “Written Conformation” shall mean the written confirmation report and/or balance report on Sukuk Ijarah in the Stock Account issued by KSEI or
Account Holder based on the Stock Account Opening Agreement and such confirmation shall serve as the basis for the payment of Ijarah Fee
Installment, repayment of Remaining Ijarah Fee and other rights relating to Sukuk Ijarah.
1.28 “Written Confirmation for RUPSI” or “KTUR” shall mean the letter of confirmation on Sukuk Ijarah ownership issued by KSEI to Sukuk Ijarah
Holder through the Account Holder, especially for the interest of attending RUPSI or proposing the request to hold RUPSI.
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1.29 “Loss Compensation Due To Delay” shall mean the amount to pay by the Issuer to Sukuk Ijarah Holder due to the failure or delay of the Issuer in
fulfilling the obligation of payment of Ijarah Fee Installment and/or repayment of Rest of Ijarah Fee which in this matter there is no mistake
committed by Sukuk Ijarah Holder and Sukuk Ijarah Holder is harmed due to such failure or delay. The amount of Loss Compensation Due To
Delay for the delay of payment of Ijarah Fee Installment is Rp 3,456,700.00 (three million four hundred fifty six thousand seven hundred rupiah) per
day and Rp 135,555,600.00 (one hundred thirty five million five hundred fifty five thousand six hundred rupiah) per day for the delay of repayment
of the Rest of Ijarah Fee.
1.30 “KSEI” shall mean PT Kustodian Sentral Efek Indonesia, having its domicile in Jakarta, being the company already obtaining the operation permit
from BAPEPAM-LK to conduct the activity as the Custody and Settlement Institution organizing the Central Custody activity for the Account
Holders which in this Sukuk Ijarah Issue has tasks to custody and administer the deposit of Sukuk Ijarah based on the Agreement on Sukuk Ijarah
Registration at KSEI and various tasks as the Payment Agent based on the Payment Agent Agreement.
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1.31 “Custodian” shall mean the party providing the service of custody of the Stock and other assets relating to the Stock as well as other service
including receiving the ijarah fee installment and other rights, settling the Stock transaction and representing the Account Holder being its customer
in accordance with the Capital Market Law comprising KSEI, Stock Company and Custodian Bank.
1.32 “Public” shall mean individual, both Indonesian National or Foreign National and/or corporate body, both Indonesian or foreign one residing or
having its domicile in Indonesia or overseas.
1.33 “Adjusted Consolidation Capital” shall mean the Issuer consolidated equity less by the intangible assets.
1.34 Bond shall mean INDOSAT BOND V YEAR 2007 WITH FIXED INTEREST RATE” consisting of:
– Bond Serial A with period 7 (seven) years as of Date of Issue (as defined below) in principle amount Rp 1,230,000,000,000.00 (one
trillion two hundred thirty billion rupiah); and
– Bond Serial B with period 10 (ten) years as of Date of Issue (as defined below) in principle amount Rp 1,370,000,000,000.00 (one
trillion three hundred seventy billion rupiah);
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with Bond Principle value entirely Rp 2,600,000,000,000.00 (two trillion six hundred billion rupiah) being the securities of debt in nature issued by
the Issuer to the Bond Holder proven with the Bond Jumbo Certificate under the conditions as described in Article 5 of Trust Agreement as well as
already registered with KSEI collective Custody based on the Agreement on Bond Registration at KSEI.
1.35 “Ijarah Object” shall mean the assignment of benefit of the bandwith of the Issuer by 453,248 (four hundred thirty three thousand two hundred
forty eight) Kbps used by the Issuer in the frame of performing Indosat World Link (IWIL) service.
1.36 “Sukuk Ijarah Holder” shall mean the Community investing their fund in Sukuk Ijarah and have the benefit for the part or entire Sukuk Ijarah
consisting of:
(a) Account Holders making direct investment on Sukuk Ijarah; and/or
(b) Community outside the Account Holders making investment on Sukuk Ijarah through the Account Holder.
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1.37 “Account Holder” shall mean the party whose name is registered as the owner of the Stock Account with KSEI comprising Custodian Bank or Stock
Company or other party approved by KSEI by taking into account the Capital Market Law and KSEI Regulation.
1.38 “Public Offer” shall mean the activity of Sukuk Ijarah offer by the Issuer to the Community based on the procedure provided in the Capital Market
Law, the implemental directives thereof and other provisions relating to as well as based on the provision as contained in Sukuk Ijarah Issue
Underwriting Agreement.
1.39 “Collective Custody” shall mean the custody service for the Stock jointly owned by more than one party which interest is represented by the
Custodian as referred to in Capital Market Law.
1.40 “Sukuk Ijarah Issue Underwriter” shall mean the parties entering into an agreement with the Issuer to conduct the Public Offer for the interest of the
Issuer and guarantee in accordance with the respective underwriting with the full commitment for the purchasing and payment of the remaining
Sukuk Ijarah not taken by the Community in accordance with the provision of Sukuk Ijarah Issue Underwriting Agreement.
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1.41 “Sukuk Ijarah Issue Performer Underwriter” shall mean the parties being responsible for the organizing and arrangement of the Issue in accordance
with the provision of the Capital Market Law which in this matter are PT ANDALAN ARTHA ADVISINDO SEKURITAS and PT DANAREKSA
SEKURITAS, in accordance with the terms and conditions of Sukuk Ijarah Issue Underwriting Agreement.
1.42 “Payment Agent Agreement” shall mean the agreement between the Issuer and Payment Agent regarding the implementation of payment of Ijarah
Fee Installment as well as repayment of the Rest of Ijarah Fee and payment of Loss Compensation Due To Delay together with the valid
amendments thereto made by the relevant parties in the future.
1.43 “Sukuk Ijarah Issue Underwriting Agreement” shall mean the agreement entered into by the Issuer and the Sukuk Ijarah Issue Underwriter as
evidenced in deed dated the fifth day of April two thousand seven (05-04-2007) number 11 and already amended entirely by virtue of the deed dated
today number 35 together with the appendices and/or valid amendments thereto and/or additions and/or renewals made by the relevant parties in the
future.
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1.44 “Trust Agreement” shall mean the agreement entered into by the Issuer and the Trustee in connection with the Bond together with the appendices
and/or valid amendments and/or additions and/or renewals made by the relevant parties in the future.
1.45 Sukuk Ijarah Trust Agreement” shall mean the agreement entered into by the Issuer and Sukuk Trustee as evidenced in deed dated the fifth day of
April two thousand seven (05-04-2007) number 10 and already amended entirely by virtue of this deed together with the appendices and/or valid
amendments thereto and/or additions and/or renewals made by the relevant parties in the future.
1.46 “Agreement on Sukuk Ijarah Registration With KSEI” shall mean an agreement entered into by the Issuer and KSEI together with the appendices
and/or valid amendments thereto and/or additions and/or renewals made by the relevant parties in the future.
1.47 “Declaration of Registration” shall mean the declaration of registration and delivery of the documents to BAPEPAM-LK by Sukuk Ijarah Issue
Underwriter Issuer in the frame of Public Offer of Sukuk Ijarah fulfilling and in accordance with the provisions of Capital Market Law.
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1.48 “Stock Company” shall mean the party conducting the business activity as the Stock Issue Underwriter, Stock Trade Broker and/or Investment
Manager as referred to in Capital Market Law.
1.49 “Affiliated Company” shall mean the Affiliates, except if such Affiliation relationship is established due to the share placement of the State of the
Republic of Indonesia directly or indirectly but not limited to the companies controlled over by the Issuer both directly or indirectly.
1.50 “Loan” shall mean all debts of the Issuer to other party including the Affiliated Party containing the obligation of the interest to be paid by the Issuer
at certain time.
1.51 “Tolerable Receivables” shall mean the loan or credit provided by the Issuer or Subsidiary:
a) to the party whose financial statement is amalgamated into the financial statement of the Issuer or Subsidiary;
b) which was already provided prior to the execution of this Agreement with the breakdown as contained in the financial
statement as per thirtieth day of December two thousand six (30-12-2006);
c) which is the down payment or loan that is the normal or common account payable provided in connection with the daily business activity
of the Issuer or Subsidiary;
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d) to the employees of the Issuer in accordance with the policy of the Issuer (to avoid the doubt, such loan is provided by the Issuer); and
e) to the employee of the Subsidiary in accordance with the policy of the Company (to avoid the doubt, such loan is provided by the
Subsidiary).
1.52 “Principle Bond” shall mean the principal amount of loan/debt of the Issuer to the Bond Holder based on the Bond existed on the Date of Issue
amount Rp 2,600,000,000,000.00 (two trillion six hundred billion rupiah) by taking into account the provision of Articles 5 and 6 of Trust
Agreement.
1.53 “Prospectus” shall mean the prospectus prepared and issued by the Issuer together with the Sukuk Ijarah Issue Underwriter in the frame of Issue in
accordance with the provision of Article 1 point 26 of Capital Market juncto Regulation Number: IX.C.2 of Appendix to Decision of Chairman of
BAPEPAM dated the seventeenth day of January one thousand nine hundred ninety six (17-01-1996) number: Kep-51/PM/1996.
1.54 “Stock Account” shall mean the account containing the record on the position of Sukuk Ijarah and/or the fund owned by the Sukuk Ijarah Holder
administered by KSEI or Account Holder based on the contract of Stock Account opening signed by Sukuk Ijarah Holder.
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1.55 “RUPSI” shall mean the General Meeting of Sukuk Ijarah Holders as set forth in Article 13 of Sukuk Ijarah Trust Agreement.
1.56 “Transfer Unit” shall mean the unit of total Sukuk Ijarah that is transferable and tradable from one Stock Account to another one, namely to the
amount of Rp 1.00 (one rupiah).
1.57 “Sukuk Ijarah Jumbo Certificate” shall mean the evidence of issue of Sukuk Ijarah deposited with KSEI Collective Custody issued on the name of
KSEI for the interest of the Sukuk Ijarah Holder.
1.58 “Rest of Ijarah Fee” shall mean the part of the benefit assignment that is payable by the Issuer to Sukuk Ijarah Holder on the Date of Emission by Rp
400,000,000,000.00 (four hundred billion rupiah) by taking into account the provision of Articles 5 and 6 of Sukuk Ijarah Trust Agreement.
1.59 “Sukuk Ijarah” shall mean INDOSAT SUKUK IJARAH II YEAR 2007” which is the securities issued by the Issuer to Sukuk Ijarah Holder proven
by Sukuk Ijarah Jumbo Certificate under the conditions as described in Article 5 of Sukuk Ijarah Trust Agreement as well as registered with KSEI
Collective Custody based on the Agreement on Sukuk Ijarah Registration with KSEI.
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1.60 “Sukuk” shall mean the Syariah Stock in terms of certificate of ownership evidence with the same value and representing the inseparable part of the
placement which is not divided on:
1) ownership of certain tangible assets;
2) benefit and service values of the certain project assets or certain investment activity; or
3) ownership of the certain project assets or certain investment activity.
1.61 “Issue Date” shall mean the date of distribution of Sukuk Ijarah to the Stock Account of Sukuk Ijarah Issue Underwriter at KSEI based on the
submission of Sukuk Ijarah Jumbo Certificate by the Issuer to KSEI which is also the Date of Payment.
1.62 “Date of Repayment of The Rest of Ijarah Fee” shall mean the due date of and the collectibility of the entire Rest of Ijarah Fee by taking into
account Article 5 of Sukuk Ijarah Trust Agreement.
1.63 “Payment Date” shall mean the date of payment of fund generated from Sukuk Ijarah Issue to the Issuer paid by the Sukuk Ijarah Issue Underwriter
through the Sukuk Ijarah Issue Underwriter based on the provision of the Sukuk Ijarah Issue Underwriting Agreement.
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1.64 “Date of Payment of Ijarah Fee Installment” shall mean the due dates of Ijarah Fee Installment to the eligible Sukuk Ijarah Holders determined
based on the List of Account Holder by taking into account Article 5 of Sukuk Ijarah Trust Agreement.
1.65 “Capital Market Law” shall mean Law of the Republic of Indonesia Number 8 of 1995 (one thousand nine hundred ninety five) regarding Capital
Market.
1.66 “Sukuk Trustee” shall mean PT Bank Rakyat Indonesia (Persero) Tbk, having its domicile and head office in Jakarta or the substitute, acting for
own behalf and based on this Sukuk Ijarah Trust Agreement representing the interest of all Sukuk Ijarah Holders.
Article 2
DESCRIPTION ON SYARIAH AGREEMENT AND
USE OF FUND RESULTED FROM THE ISSUE OF SUKUK IJARAH
2.1 To issue such Sukuk Ijarah, the Issuer has made the agreements required to fulfill the transaction of Ijarah financing for Ijarah Object fulfilling the
Syariah rule among other based on ijarah agreement between the Issuer and Sukuk Trustee, where the Issuer assigns the benefit of Indosat Leased
Bandwith to Sukuk Trustee and Sukuk Trustee approves the benefit assignment for the Ijarah Object to be submitted by the Issue to Sukuk Trustee.
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Based on ijarah agreement and Sukuk Trust Agreement, the Issuer acts as mu’jir and Sukuk Ijarah Holder represented by Sukuk Trustee acts as
mustajir. Then based on wakalah agreement, Sukuk Ijarah Holder which in this matter is represented by Sukuk Trustee as muwakil gives power to
the Issuer acting as the representative to prepare and execute the agreement or enter into ijarah agreement with the user/lessee as the user of Ijarah
Object and based on the agreements already signed by the representative of the third party as the user/lessee of Ijarah Object in which it is agreed
that no re-signing of such agreement shall be required. In Ijarah agreement between the Issuer and Sukuk Trustee it is agreed that the Issuer assigns
the benefit value of Ijarah Object by Rp 400,000,000,000.00 (four hundred billion rupiah).
2.2 The fund resulted from Public Offer of Sukuk Ijarah after less by the costs of Issue entirely 100% (one hundred percent) will be used by the Issuer
for capital expenditure in the frame of the Issuer’s business expansion through the development of the cellular network of the Issuer namely the
construction of the subsystem station.
2.3 In accordance with the Regulation of BAPEPAM Number X.K.4 regarding Report on Realization of Use of Fund
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Resulted From Public Offer, the Issuer shall be obliged to report the realization of use of fund resulted from the Public Offer periodically to
BAPEPAM-LK, Trustee and National Syariah Board quarterly as well as to account for the realization of use of fund resulted from Public Offer to
the Annual General Meeting of Shareholders until the entire fund resulted from the Public Offer of Sukuk Ijarah is entirely used unless determined
otherwise in the regulation of BAPEPAM-LK.
2.4 If the Issuer intends to make change on the use of fund resulted from Sukuk Ijarah Public Offer, such plan shall be reported first to
BAPEPAM-LK by mentioning the reasons and considerations thereof and approved first by RUPSI and Trustee.
2.5 In the event there is still the rest of fund obtained from the Public Offer of Sukuk Ijarah, before being used or after being used, such fund shall be
put into a special account in one of Syariah Banks in the domicile of the Issuer.
2.6 The Issuer shall be obliged to use the fund resulted from the Public Offer of Sukuk Ijarah to finance the activity or investment not in contravention
of Syariah Principles in Capital Market.
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Article 3
APPOINTMENT, TASKS, RIGHTS AND OBLIGATIONS
OF SUKUK TRUSTEE
3.1 Based on and in accordance with the provisions of Sukuk Ijarah Trust Agreement, the Issuer hereby appoints PT Bank Rakyat Indonesia (Persero)
Tbk to perform the task as the trustee in the frame of representing the interest of Sukuk Ijarah Holder, and PT Bank Rakyat Indonesia (Persero) Tbk
hereby accepts properly the appointment as sukuk trustee in the frame of Issue, based on the conditions contained in Sukuk Ijarah Trust Agreement
and without prejudice the provision of the prevailing legislation in the State of the Republic of Indonesia relating to the tasks and obligations as
sukuk trustee in an Issue.
3.2 The main tasks of Sukuk Trustee shall be:
a. to represent the interest of Sukuk Ijarah Holder both before and outside the court in taking the legal act relating to the interest of Sukuk
Ijarah Holder on the implementation of rights and obligations of Sukuk Ijarah Holders in accordance with the requirements of Sukuk
Ijarah Issue by taking into account the provisions contained in Sukuk Ijarah Trust Agreement as well as based on the legislation prevailed
in the State of the Republic of Indonesia and regulation KSEI in
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connection with the Issue. The tasks of Sukuk Trustee shall be to represent Sukuk Ijarah Holder that becomes effective as of the Date of
Issue through the settlement of Ijarah Fee.
b. to has the integrity both in implementing the task and obligation as sukuk trustee to supervise and monitor the performance of the
Issuer’s obligations relating to the interest of Sukuk Ijarah Holder based on Sukuk Ijarah Trust Agreement, perform the tasks with full
responsibility, prudence and is obliged to act wisely for the best interest of Sukuk Ijarah Holder.
c. responsible to Sukuk Ijarah Holder for any loss due to the failure, negligence or other acts harming the interest of Sukuk Ijarah Holder, in
the event of conflict of interest of Sukuk Trustee in performing the tasks as sukuk trustee as contained in Sukuk Ijarah Trust Agreement.
3.3 By taking into account paragraph 3.2 of this article, other rights and obligations of Sukuk Ijarah Trustee shall be among others as follows:
a. Sukuk Trustee shall be entitled to trust every document it considers original and valid as well as already signed as delivered or prepared
by
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someone or persons that are really entitled to represent regarding every respect relating to Written Confirmation and/or KTUR issued and
in accordance with the specification issued by KSEI according to Sukuk Ijarah Trust Agreement and shall not be responsible to other
party for all consequences of such trust and to the Issuer or Sukuk Ijarah Holder or other party whatsoever due to the reason stating the
legality of a Written Confirmation and/or KTUR proposed by Sukuk Ijarah Holder but is proven being false or illegal after Sukuk
Trustee made verification in accordance with the specification given by KSEI.
b. Sukuk Trustee shall be entitled to study the use of fund of Issue yield and Sukuk Ijarah Public Offer by the Issuer provided that the
absence of such study will not reduce the obligation of the Issuer based on Sukuk Ijarah and this Sukuk Ijarah Trust Agreement.
c. Sukuk Trustee shall be entitled to receive and therefore the Issuer shall be obliged to provide the photocopy of the payment receipt in
connection with the payment of Ijarah Fee Installment and/or repayment of the Rest of Ijarah Fee and Loss Compensation Due To Delay
(if any) on the same day when the payment is made.
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d. Sukuk Trustee shall be entitled to receive the notice from KSEI on total fund that is payable by the Issuer for the payment of Ijarah Fee
Installment and repayment of the Rest of Ijarah Fee at the latest 2 (two) Working Days prior to the Date of Payment of Ijarah Fee
Installment or Date of Repayment of the Rest of Ijarah Fee.
e. Sukuk Trustee shall be entitled to receive the notice from KSEI on the implementation of payment of Ijarah Fee Installment or repayment
of the Rest of Ijarah Fee, including in the event of non payment due to the failure or the delay of the Issuer in providing the sufficient
fund at the latest 1 (one) Banking Day after the Date of Payment of Ijarah Fee Installment and/or Date of Repayment of the Rest of Ijarah
Fee.
f. Sukuk Trustee shall be entitled to receive the list from KSEI containing KTUR detail together with the specification and KTUR
specification issued by KSEI at the latest 1 (one) Working Day prior to RUPSI.
g. Sukuk Trustee shall be entitled to ask for limited audit by the independent auditor
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registered with BAPEPAM-LK and appointed by Sukuk Trustee in connection with the violation of the provision of Article II of Sukuk
Ijarah Trustee Agreement provided that such request is made based on the sufficient evidences including the quarterly financial statement
indicating that there is a violation of such provision by the Issuer.
h. Sukuk Trustee shall be entitled to request to the Issuer for the preparedness report of the Issuer to repay total Rest of Ijarah Fee and/or to
pay Ijarah Fee Installment and/or Loss Compensation Due To Delay (if any) at the latest 5 (five) Working Days prior to Date of
Repayment of Rest of Ijarah Dee and/or Date of Payment of Ijarah Fee Installment.
i. Without reducing the obligation to always be thorough, conscientious and careful the Sukuk Trustee shall be entitled to trust every
document considered original and legal as well as already signed is delivered or prepared by someone or some persons that are legally
entitled to represent the Issuer or Sukuk Ijarah Holder or the party officially appointed by the Issuer or Sukuk Ijarah Holder on anything
pursuant to Sukuk
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Ijarah Trust Agreement and/or documents as referred to in Sukuk Ijarah Trust Agreement and shall not be responsible to other party for
all consequences of such trust.
j. Sukuk Trustee shall be entitled to, in taking the measures to ensure whether or not there is an Event of Default or Potential Event of
Default, assume that there is no Event of Default or potential Event of Default happened and that the Issuer still adhere to and perform all
obligations pursuant to Sukuk Ijarah Trust Agreement until Sukuk Trustee knows clearly that Event of Default or Potential Event of
Default is already occurred supported by the sufficient evidences or expressly notified by the Issuer.
k. in the event the Issuer commits a failure pursuant to Article … [illegible] of Sukuk Ijarah Trust Agreement:
i. Sukuk Trustee shall be entitled to, at the expenses of the Issuer, appoint other party to act to represent Sukuk Trustee and/or to
be asked for opinion in connection with the implementation of task of Sukuk Trustee including to appoint the legal consultant,
lawyer, Notary, assessing company or other
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third party as well as entitled to trust and be guided by the opinion of other party as the basis for the act taken by Sukuk
Trustee.
ii. Sukuk Trustee shall be released by Sukuk Ijarah Holder from every responsibility due to the act based on the opinion of such
third party.
l. Sukuk Trustee shall be obliged to provide the complete information openly on its qualification as Sukuk Trustee in the Prospectus.
m. Sukuk Trustee shall be obliged to submit the report to BAPEPAM-LK and Sukuk Ijarah Holder through the Stock Exchange in
accordance with the prevailing provision on Capital Market in the event Sukuk Trustee knows with the quite strong evidence that:
i. The Issuer fails/violates the provision contained in Sukuk Ijarah Trustee Agreement including the continuation of an event of
default as set forth in Article 12 of Sukuk Ijarah Trust Agreement; or
ii. a condition happened that may endanger the interest of Sukuk Ijarah Holder in which based on the evidences commonly
accepted as
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valid for banking industry, the Issuer may be considered not being able any longer to arrange or control most of or the entire
assets thereby materially giving negative influence to the business continuation of the Issuer.
n. Sukuk Trustee shall be obliged to analyze and monitor periodically the development of the business management of the Issuer based on
the financial statements and other reports relating to the line of business of the Issuer.
o. Sukuk Trustee shall be obliged to summon Sukuk Ijarah Holder and the Issuer as well as hold RUPSI as set forth in Article 13 of Sukuk
Ijarah Trust Agreement before taking act requiring the resolution of RUPSI in accordance with the provision of Sukuk Ijarah Trust
Agreement.
p. Sukuk Trustee shall be obliged to take valid acts in accordance with the provisions in Sukuk Ijarah Trust Agreement as resolved by
Sukuk Ijarah Holder in RUPSI and not allowed to take act in contravention of the direction of RUPSI or resolution of RUPSI.
q. Sukuk Trustee shall be obliged to give advice and take other act commonly taken by trustee required by the Issuer in connection with
Sukuk Ijarah Trust Agreement.
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r. Sukuk Trustee shall be obliged to execute the resolution already resolved by RUPSI in accordance with the stipulation of Sukuk Ijarah
Trust Agreement, however Sukuk Trustee shall not be responsible for the consequences arising based on the resolution already resolved
in such RUPSI, except due to the failure or deliberation of Sukuk Trustee.
s. Sukuk Trustee shall be obliged to make verification of KTUR submitted by Sukuk Ijarah Holder based on the specification and list of
KTUR issued and submitted by KSEI to Sukuk Trustee in accordance with the regulation of KSEI and prevailing legislation.
t. Sukuk Trustee shall be obliged to notify in writing on the end of RUPSI to KSEI at the latest on the following Working Day for
revocation of freezing of Sukuk Ijarah by KSEI.
u. perform the tasks with full responsibility, prudence and be obliges to take act wisely for the best interest of Sukuk Ijarah Holder.
v. Sukuk Trustee shall be obliged to request the Issuer to do the ranking for Sukuk Ijarah in
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accordance with the Regulation Number: IX.C.11 of Appendix to Decision of Chairman of BAPEPAM-LK Number: KEP-135/BL/2006
dated the fourteenth day of December two thousand six (14-12-2006) regarding Ranking of Debt Stock together with its amendment and
or other arrangement that must be obeyed by the Issuer.
w. Sukuk Trustee shall have the person in charge for the implementation of activity of trustee who understands the activities in
contravention of Syariah principles in Capital Market;
3.4 The Issuer will release Sukuk Trustee from and will compensate Sukuk Trustee for every cost and charges already incurred by the Sukuk Trustee in
connection with the suit as well as the obligation to pay the loss, Loss Compensation Due To Delay, cost and charges judged by the court with the
judgment already having permanent force of law in connection with the implementation accordingly the right, task and obligations of Sukuk Trustee
made solely based on and in accordance with the provisions of Sukuk Ijarah Trust Agreement, so long the suit, loss, Loss Compensation Due To
Delay, cost and charges mentioned above is not arisen due to:
(i) failure or mistake of Sukuk Trustee in exercising the rights, tasks and obligations as Sukuk Trustee;
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(ii) conflict of interest in its capacity as the creditor of the Issuer as well as the trustee.
(iii) resignation of Sukuk Trustee as referred to in paragraph 3.8 letter c of this article; and/or
(iv) dismissal of Sukuk Trustee based on the mistakes already committed by Sukuk Trustee based on the provisions as referred to in Sukuk
Ijarah Trust Agreement.
3.5 Sukuk Trustee shall be obliged to first of all request for approval from the Issuer for the cost, expenses and any other charge incurred by the Sukuk
Trustee arising due to the fulfillment of the obligations of the Issuer pursuant to Sukuk Ijarah Trust Agreement and/or other agreements made in
connection with the Issue of this Sukuk Ijarah including the consultant fee. If in the period of 14 (fourteen) Working Days after the receipt of such
request the Issuer does not give respond, the Issuer automatically approves such request and Sukuk Trustee is entitled to do anything which approval
is requested.
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3.6 Sukuk Trustee, members of Board of Directors and/or members of Commissioners Board of Sukuk Trustee shall not be allowed to have the
interest both direct or indirect to the Issuer that may influence the position and/or the implementation of rights, tasks or obligations as
Sukuk Trustee unless allowed by BAPEPAM-LK and notified to KSEI and Sukuk Ijarah Holder by taking into account the prevailing
legislation on Capital Market.
3.7 Appointment of Sukuk Trustee shall be valid as of the date of signing of this Sukuk Ijarah Trust Agreement, and Sukuk Trustee shall be obliged to
perform the tasks and obligations as Sukuk Trustee for the Sukuk Ijarah as of the Date of Issue by taking into account the prevailing legislation until
the full payment of Ijarah Fee accordingly without prejudice the provision of paragraphs 3.8 and 3.13 of Article … [illegible].
3.8 If one of the following is occurred, Sukuk Trustee will stop to become the Sukuk Trustee pursuant to Sukuk Ijarah Trust Agreement:
a. Sukuk Trustee is dissolved by a court or other official board or Sukuk Trustee dissolves itself voluntarily or pursuant to the legislation.
b. In case of insolvency decision having the permanent force of law or liquidation of Sukuk
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Trustee, an application for insolvency is proposed by Sukuk Trustee itself, or Sukuk Trustee proposes the delay of obligation of debt
payment.
c. Sukuk Trustee applies for resignation from its position as the trustee in writing to the Issuer and summon the RUPSI to propose the
resignation, by mentioning the reasons thereof, and such application for resignation shall be proposed at least 60 (sixty) Calendar Days in
advance, however the Sukuk Trustee will stop performing the tasks as the trustee pursuant to Sukuk Ijarah Trust Agreement after the
application for resignation is just received properly by RUPSI and when the substitute is already appointed by the Issuer at the approval
from RUPSI and has stated in writing to approve to fulfill the terms and conditions of Sukuk Ijarah Trust Agreement as well as
commence to perform the tasks.
d. Sukuk Trustee is dismissed by RUPSI as set forth in Article 13 paragraph 13.1 letter b of Sukuk Ijarah Trust Agreement.
e. All Ijarah Fees already paid by the Issuer in accordance with Sukuk Ijarah Trust Agreement to Sukuk Ijarah Holder.
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f. Upon the request of BAPEPAM-LK with the implementation of rights of BAPEPAM-LK as contained in the provision of Article 102
paragraph 1 juncto Article 102 paragraph 2 letters d, e, f, g of Capital Market Law to Sukuk Trustee.
g. In the event the Issuer fails to pay the service fee of Sukuk Trustee and after Sukuk Trustee proposes the request for payment in writing
for 3 (three) consecutive times to the Issuer within the period of 90 (ninety) Calendar Days, the Sukuk Trustee may propose the request
for resignation to the Issuer. The request for resignation shall be proposed in writing 60 (sixty) Calendar Days in advance by mentioning
the reasons thereof. In the event of resignation, the Issuer shall be responsible to appoint the substitute trustee and at the latest 60 (sixty)
Calendar Days after the receipt of the letter of resignation, the Issuer shall be obliged to hold RUPSI to report to the Sukuk Ijarah Holder
on the plan of resignation of Sukuk Trustee and propose the appointment of the substituted Sukuk Trustee who must be prepared to hold
the position at the effective time of resignation of Sukuk Trustee. The new Sukuk
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Trustee can cease to perform the tasks as the Sukuk Trustee pursuant to Sukuk Ijarah Trust Agreement after the request for resignation is
received by RUPSI. The expenses incurred to hold RUPSI shall be borne by the Issuer. However the Issuer shall be obliged to pay the
service fee that is payable arising as of the service pay is not paid until the end of the appointment period of Sukuk Trustee.
3.9 Without prejudice the provision of paragraph 3.13 of this article, in the event the Sukuk Trustee becomes the trustee due to one of the reasons as
referred to in paragraph 3.8 of this article, the Sukuk Trustee will automatically stops to become the party to Sukuk Ijarah Trust Agreement.
3.10 In case of dismissal of Sukuk Trustee, Sukuk Ijarah Holder through RUPSI shall immediately appoint the substitute thereof in accordance with the
prevailing legislation. The Issuer promises to make the best effort to appoint the substitute Sukuk Trustee in such a way that at any time the interests
of the Sukuk Ijarah Holder are represented by Sukuk Trustee pursuant to the prevailing legislation.
3.11 The substitute Sukuk Trustee already appointed validly pursuant to the prevailing legislation and Sukuk
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Ijarah Trust Agreement shall be obliged to sign an amendment and/or addendum of Sukuk Ijarah Trust Agreement in which the new trustee accepts
such appointment under the terms and conditions substantively same as those contained in Sukuk Ijarah Trust Agreement and the new trustee agrees
to substitute the legal position of the Sukuk Trustee.
3.12 At the latest 2 (two) Working Days after the end of the tasks of the Sukuk Trustee as set forth in paragraph 3.8 of this article, Sukuk Trustee shall
notify the same to the Public by advertisement in the daily newspaper published in Indonesian Language circulated on national basis.
3.13 Immediately after the occurrence of one of the following as referred to in paragraph 3.8 of this article (except letters (c), (d) and (e)), the Sukuk
Trustee shall be obliged to account for its tasks and obligations as Sukuk Trustee already performed in the frame of implementation of Sukuk Ijarah
Trust Agreement and other agreement entered into in connection with this Sukuk Ijarah Issue to RUPSI as well as report the same to
BAPEPAM-LK and the Issuer. Since the accountability is not received yet by RUPSI and Sukuk Trustee is not released yet from the responsibility
by RUPSI, Sukuk Trustee shall remain be responsible according to law for the tasks and obligations already performed.
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3.14 In the event of the occurrence as referred to in paragraph 3.8 letter (e) of this Article, Sukuk Trustee shall be obliged to submit the report to
the Issuer and BAPEPAM-LK on the tasks and obligations already performed.
Article 4
SUKUK TRUSTEE SERVICE FEE
4.1 As the fee for the service of Sukuk Trustee based on the provisions of Sukuk Ijarah Trust Agreement, the Issuer shall be obliged to pay to Sukuk
Trustee a service fee in accordance with the letter of Sukuk Trustee to the Issuer dated the twenty-ninth day of March two thousand seven
(29-03-2007) Number: B.101-TRY/IVB/TCS/03/2007, which original thereof was produced to me, Notary being inseparable part of Sukuk Ijarah
Trust Agreement.
4.2 The Value Added Tax (VAT) for the service fee of Sukuk Trustee as mentioned above shall become the expenses of and be paid by the Issuer to the
Sukuk Trustee as the Obliged Collector in accordance with the tariff pursuant to the prevailing legislation.
4.3 The payment of service fee of Sukuk Trustee as referred to in paragraph 4.1 of this article shall be made by
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the Issuer in 1 (one) time of payment annually in advance, and for the first time the payment of service fee of Sukuk Trustee shall be made at the
latest 14 (fourteen) Calendar Days as of the Date of Issue, and the subsequent payment shall be made at the latest on the date of anniversary of
Sukuk Ijarah Issue.
4.4 In case the date of payment of service fee of Sukuk Trustee already determined falls not on the Banking Day, such service fee shall have been
received by Sukuk Trustee on the subsequent Banking Day.
4.5 In case it is proven that on the date of payment of service fee as referred to in this article the Issuer fails to make payment, the Issuer on the date of
collection by Sukuk Trustee, shall pay the amount payable plus the loss compensation due to delay of payment of service fee of Trustee.
4.6 The amount of service fee of Sukuk Trustee shall at any time be calculated based on the amount of the initial Rest of Ijarah Fee issued on the Date
of Issue, or circulated when the obligation of payment of service fee of Sukuk Trustee is due. If the Issuer makes Buy Back causing the repayment
of all Sukuk Ijarah, the Sukuk Ijarah Trust Agreement shall expire and the service fee of Sukuk Trustee shall no longer exists.
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4.7 If Sukuk Trustee quits before the end of tasks of Sukuk Trustee in accordance with the period agreed, the service fee of Sukuk Trustee not paid in
the relevant year shall be returned by Sukuk Trustee to the Issuer on proportional basis based on total day when Sukuk Trustee does not perform the
tasks in the relevant year.
Article 5
SUKUK IJARAH REQUIREMENTS
The Issuer promises and commits itself to Sukuk Trustee as the proxy of Sukuk Ijarah Holder (this promise and self commitment are made to bind the Issuer to
each Sukuk Ijarah Holder), that the Issuer shall issue Sukuk Ijarah or conduct Issue under the terms as follows:
5.1 Issuing Sukuk Ijarah at the value of that issued on the Date of Issue by Rp 400,000,000,000 (four hundred billion rupiah) and Sukuk Ijarah is issued
under the name of INDOSAT SUKUK IJARAH II YEAR 2007 as well as registered with KSEI Collective Custody in accordance with the
Agreement on Sukuk Ijarah Registration at KSEI.
5.2 Sukuk Ijarah will be issued without draft and be offered at face Value of Sukuk Ijarah 100% (one hundred percent) with period of 7 (seven years as
of the Date of Issue.
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5.3 The amount of Ijarah Fee Installment shall be Rp 40,800,000,000.00 (forty billion eight hundred rupiah) per annum.
5.4 Ijarah Fee Installment shall be paid by the Issuer through the Payment Agent to Sukuk Ijarah Holder quarterly as of the Date of Issue, through KSEI
Account Holder on the Date of Payment of Ijarah Fee Installment as contained in the Prospectus.
5.5 Sukuk Ijarah Holder entitled for payment of Ijarah Fee Installment shall be that whose name is registered in List of Account Holder on 4 (four)
Stock Exchange Days before the Date of Payment of Ijarah Fee Installment, unless stipulated otherwise by KSEI or the prevailing legislation. Then
in case of transaction of Sukuk Ijarah after the date of determination of the party being entitled to Ijarah Fee Installment, the party receiving
assignment of Sukuk Ijarah shall not be entitled to Ijarah Fee Installment in the period of the relevant Ijarah Fee Installment.
5.6 Sukuk Ijarah shall be tradable in the secondary market in case of fulfillment of the matters as follows:
1) all funds resulted from Public Offer of Sukuk Ijarah are already received by the Issuer; and
2) the fund received is started to be used in accordance with the purpose of Sukuk Issue.
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Then, the Issuer shall be obliged to immediately use the fund resulted from Sukuk Ijarah Public Offer and report the same to Trustee,
BAPEPAM-LK, KSEI and Stock Exchange in the form and format as contained in the attached example.
5.7 Sukuk Ijarah is issued without draft except Sukuk Ijarah Jumbo Certificate issued by the Issuer to be registered with the name of KSEI pursuant to
Agreement on Sukuk Ijarah Registration with KSEI as the evidence of Sukuk ownership for the interest of Sukuk Ijarah Holder through the Account
Holder by taking into account the provision in Capital Market.
5.8 As of the Date of Issue, Sukuk Ijarah is the evidence that the Issuer assumes validly and binding in nature the obligation of payment of Ijarah Fee to
Sukuk Ijarah Holder to the amount of Rest of Ijarah Fee as mentioned in Sukuk Ijarah Jumbo Certificate plus Ijarah Fee Installment that must be
paid pursuant to Article 5 hereof.
The evidence of Sukuk Ijarah ownership by Sukuk Ijarah Holder shall be the Written Confirmation.
5.9 For Sukuk Ijarah Holders, the taxes provision shall apply for them in accordance with the prevailing legislation and if the Issuer is obliged by the
legislation to deduct the tax for every payment made
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by the Issuer to Sukuk Ijarah Holder, the Issuer through the Payment Agent shall deduct the tax and pay the same to the authority so appointed to
receive the payment and submit the tax deduction receipt to Sukuk Ijarah Holder.
5.10 a) The Payment of the Rest of Ijarah Fee and/or Ijarah Fee Installment and Loss Compensation Due To Delay (if any) shall be made by the
Payment Agent on behalf of the Issuer in accordance with the terms and conditions as set forth in Payment Agent Agreement.
b) The Issuer and Sukuk Trustee shall not be responsible for the failure or delay of payment of the Rest of Ijarah Fee and/or Ijarah Fee
Installment and Loss Compensation Due To Delay (if any) due to the failure of KSEI in fulfilling its obligations as the Payment Agent.
5.11 The proprietary right of Sukuk Ijarah shall be assigned by the transfer of Sukuk Ijarah from one Stock Account to other Stock Account. Sukuk Ijarah
Transfer Unit shall amount to Rp 1.00 (one rupiah). The Issuer, Sukuk Trustee and Payment Agent shall be obliged to treat the Account Holder as
the valid Sukuk Ijarah Holder in connection with the acceptance of repayment of the Rest of Ijarah Fee, payment of Ijarah
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Fee Installment and other rights relating to Sukuk Ijarah by taking into account paragraph 5.18 of this article.
5.12 Custodian Bank or Stock Company being the Account Holder may act for their own behalf as Sukuk Ijarah Holder or on behalf of their customers
based on the power of attorney from Sukuk Ijarah Holder.
5.13 Sukuk Ijarah will be repaid by the Issuer at the value which is the same as the amount of the Rest of Ijarah Fee written in the Written Confirmation
owned by Sukuk Ijarah Holder on the Date of Repayment of Rest of Ijarah Fee.
5.14 In case it is proven that the Issuer does not provide the sufficient fund to pay Ijarah Fee Installment and repay the Rest of Ijarah Fee after the lapse
of Date of Payment of Ijarah Fee Installment or Date of Repayment of the Rest of Ijarah Fee, the Issuer shall pay the Loss Compensation Due To
Delay or failure to pay the amount of the Rest of Ijarah Fee and/or Ijarah Fee Installment for Ijarah Fee. The Loss Compensation Due To Delay paid
by the Issuer being the right of Sukuk Ijarah Holder by the Payment Agent shall be provided for Sukuk Ijarah Holder on proportional basis based on
the amount of Sukuk Ijarah it owns.
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5.15 The obligation of the Issuer based on Sukuk Ijarah at any time shall be the valid, unconditional and/or absolute obligation.
5.16 The withdrawal of Sukuk Ijarah from the Stock Account can only be made by transferring to the other Stock Account. Such withdrawal of
Sukuk Ijarah from the Stock Account to be converted into Sukuk Ijarah certificate cannot be made, unless in case of cancellation of
registration of Sukuk Ijarah in KSEI Collective Custody at the request of the Issuer or Sukuk Trustee by taking into account the prevailing
legislation on Capital Market and resolution of RUPSI.
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5.17 After the 1 (first) anniversary of Sukuk Ijarah as of the Date of Issue, the Issuer may conduct the Buy Back of Sukuk Ijarah from every Sukuk
Ijarah Holder by taking into account the provision of Article 6 of Sukuk Ijarah Trust Agreement. For the Sukuk Ijarah bought back by the Issuer for
custody, the Issuer cannot vote in RUPSI and it shall not be calculated in the quorum of attendance in RUPSI and does not obtain the Ijarah Fee
Installment. The buy back may be made if the Issuer does not fail to make Ijarah Fee payment.
5.18 If after the final calculation there is still the rest of fund of payment of Ijarah Fee that cannot be
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distributed by the Payment Agent to Sukuk Ijarah Holder due to any reason whatsoever, such fund shall be deposited by the Payment Agent for the
interest of Sukuk Ijarah Holder that is entitled to such Ijarah Fee payment. The Payment Agent shall then release the Issuer and Trustee from the
responsibility to pay such Ijarah Fee, including the release from all suits possibly arising from Sukuk Ijarah Holder in connection with non
acceptance of Ijarah Fee payment.
5.19 Sukuk Ijarah Issue can only be made after the Declaration on Registration becomes effective.
Article 6
BUY BACK
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6.1 After the 1 (first) anniversary of Sukuk Ijarah as of Date of Issue, the Issuer may buy back such Sukuk Ijarah existed in the free market both
entirely and partially at the market price, hereinafter referred to as buy back. Such buy back may be made if the Issuer does not fail to pay Ijarah Fee
provided that such Buy Back will not cause the Issuer fails to fulfill the provision contained in Sukuk Ijarah Trust Agreement.
6.2 The ownership of Sukuk Ijarah by the Issuer and/or Affiliated Company shall be reported by the Issuer to Sukuk Trustee at the latest 2 (two)
Working Days prior to a RUPSI.
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The entire Sukuk Ijarah owned by the Issuer based on the buy back and/or Sukuk Ijarah owned by Affiliated Company cannot be calculated in the
quorum calculation of attendance at RUPSI and does not have the voting right at RUPSI.
6.3 In the event the Issuer buy back the part or the entire Sukuk Ijarah, it shall have the right to make such buy back as the bought back Sukuk Ijarah for
deposit and then in the future be re-sold (“Investment”) and/or applied as repayment (“Return”).
6.4 Regarding Sukuk Ijarah designated for Investment and/or Return, the Issuer shall not be entitled for payment of Ijarah Fee Installment.
6.5 If the Issuer has a plan of buy back of Sukuk Ijarah, both as the Return or Investment, it can be made under the terms as follows:
a. The Issuer shall be entitled to announce the plan of buy back of Sukuk Ijarah same in 1 (one) newspaper in Indonesian Language which
is circulated on national basis at the latest 2 (two) Working Days prior to date of commencement of buy back of Sukuk Ijarah.
b. Such announcement shall contain:
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1) The period of offering of Sukuk Ijarah buy back where the Sukuk Ijarah Holder proposes the selling offer for a number of
Sukuk Ijarah it owns by mentioning the price it intends to the Issuer;
2) Total maximum fund used for Sukuk Ijarah buy and target of maximum buy back of Sukuk Ijarah.
3) Date of payment of buy back of such Sukuk Ijarah shall be made at the latest 2 (two) Working Days as of the last date of period
of offer of buy back of Sukuk Ijarah.
4) Sukuk Ijarah Holder proposing the selling offer to the Issuer in the offering period shall be obliged to enclose:
– Written Confirmation from KSEI on total Sukuk Ijarah to be sold that is not inter Stock Account transferable until
the Date of Payment of Sukuk Ijarah buy back.
– Evidence of Identity at the time of conducting the selling offer.
– Statement that Sukuk Ijarah to be sold by the relevant Sukuk Ijarah Holder to buy back by the Issuer cannot be sold
and purchased by the relevant Sukuk Ijarah Holder so that
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such Sukuk Ijarah is not inter Stock Account transferable until the Date of Payment of Sukuk Ijarah buy back.
5) – The Issuer will buy back Sukuk Ijarah from the lowest price offered by Sukuk Ijarah Holder (but priority is given to the
selling offer from the Sukuk Ijarah Holder not the Affiliated Company) in the period of Sukuk Ijarah buy back purchasing
provided that if there are several Sukuk Ijarah Holder conducting the offer with the same price and total Sukuk Ijarah offered
by Sukuk Ijarah Holder has exceeded total maximum fund or the remaining buy back of Sukuk Ijarah, the Issuer will buy such
Sukuk Ijarah on proportional basis to such Sukuk Ijarah.
6) The Issuer shall not be obliged to buy all Sukuk Ijarah offered by its Holder for buy back at the time of buy back offer if the
selling offer price exceeds the price target expected by the Issuer as referred to in point 2;
7) If the Issuer cancels the buy back, it shall be obliged to announce the same and the reasons thereof in 1 (one) daily newspaper
in Indonesian Language at the latest on the last day of Sukuk Ijarah buy back offer period.
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c. The Issuer shall be obliged to keep the confidentiality from any other party on all information on Sukuk Ijarah selling offer already
submitted by its Holder during the period of its buy back.
d. At the latest 2 (two) Working Days after the buy back of Sukuk Ijarah as mentioned above, the Issuer shall be obliges to announce such
buy back in 1 (one) daily newspaper in Indonesian Language which is circulated on national basis. Such announcement shall contain:
– Total Sukuk Ijarah that is bought back by explaining the value of Sukuk Ijarah in the frame of Return and/or total value of
Sukuk Ijarah in the frame of Investment,
– Limit of the lowest price up to the highest price already happened.
e. The Issuer shall be obliged to report to Sukuk Trustee within 1 (one) Working Day as of the buy back as well as to BAPEPAM-LK,
Stock Exchange and KSEI at the latest 2 (two) Working Days after the buy back.
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f. Other than the provision as referred to in letter e above, the Issuer shall be obliged to submit to BAPEPAM-LK all selling offer
documents already submitted by Sukuk Ijarah Holder during the period of Sukuk Ijarah buy back offer at the latest 2 (two) Working
Days after the buy back.
6.6 The Issuer may buy back Sukuk Ijarah without making the announcement as referred to in paragraph 6.5 above provided that:
a. Total buy back does not exceed 5% (five percent) of total Sukuk Ijarah being issued for each transaction in the period of 1 (one) year.
b. Sukuk Ijarah that is bought back is not owned by Affiliated Company of the Issuer.
c. Sukuk Ijarah that is bought back is only for being deposited for buy back in the future.
For buy back of Sukuk Ijarah as referred to in this paragraph, the Issuer shall be obliged to report the same to Sukuk Trustee in 1 (one) Working Day
after the buy back and to BAPEPAM-LK at the latest 2 (two) Working Days as of the buy back.
6.7 The Issuer shall be obliged to report to Sukuk Trustee and KSEI on Sukuk Ijarah owned by the Issuer for deposit:
a. in 5 (five) Stock Exchange Days prior to Date of Payment of Ijarah Fee Installment; or
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b. 1 (one) Stock Exchange Day prior to the date of list of Account Holders being entitled to Ijarah Fee Installment (whichever earlier) by
taking into account the regulation of KSEI.
6.8 If based on paragraph 6.3 of this article, the Issuer conducts buy back the entire or part of Sukuk Ijarah and apply such buy back as Return, it shall
be obliged to report the same to BAPEPAM-LK, Sukuk Trustee, KSEI and Stock Exchange at the latest 2 (two) Working Days after the date of
Return as mentioned above and the Sukuk Ijarah Trust Agreement expires.
6.9 Sukuk Ijarah already paid in the frame of Return in connection with paragraph 6.3 of this Article shall be cancelled and cannot be issued or resold
without being required to contain the same in any deed.
6.10 In the event the Sukuk Ijarah is paid in the frame of partial Return, the Issuer shall submit the new Sukuk Ijarah Jumbo Certificate to KSEI for
exchanging it with the old one on the same day as the date of partial Return of such Sukuk Ijarah, with total Rest of Ijarah Fee that is still payable
(value of the new Rest of Ijarah Fee) after being less by total Rest of Ijarah Fee already paid in the frame of such partial Return.
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Article 7
GUARANTEE
This Sukuk Ijarah cannot be encumbered with special collateral in terms of goods or income or other assets owned by the Issuer in whatever term as well as not
guaranteed by other party whatsoever. All assets of the Issuer, both in terms of movable or immovable assets, already existed or will exist in the future except the
assets of the Issuer already encumbered specially to the creditors shall become the guarantee for all payments of financial obligation of the Issuer to all of its
creditors not specially guaranteed or without the privilege including this Sukuk Ijarah on pari passu basis pursuant to Sukuk Ijarah Trust Agreement in
accordance with articles 1131 and 1132 of Civil Code.
Article 8
POWER OF SUKUK IJARAH HOLDER TO SUKUK TRUSTEE
8.1 As of the Date of Issue, each Sukuk Ijarah Holder directly subjected to Sukuk Ijarah Trust Agreement shall approve all acts already taken by Sukuk
Trustee relating to the preparation and signing of Sukuk Ijarah Trust Agreement and sign Sukuk Ijarah Trust Agreement as well as approve to and
hereby gives power to Sukuk Trustee without being required to provide the
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new special power of attorney from the Sukuk Ijarah Holder in exercising all rights of Sukuk Ijarah Holder nothing excepted based on Sukuk Ijarah
by taking into account Sukuk Ijarah Trust Agreement and all documents as well as agreements relating to such agreements, including to exercise or
protect the interest of each Sukuk Ijarah Holder before the court including commercial court or arbitration court. Then Sukuk Ijarah Holder is
represented by Sukuk Trustee as the party in Sukuk Ijarah Trust Agreement, and all documents and agreements relating thereto together with the
appendices and amendments entered into in the future to such agreement as well as the party exercising or protecting the interest of each Sukuk
Ijarah Holder before the court including commercial court and arbitration court.
8.2 By taking into account the prevailing legislation including but not limited to the legislation in Capital Market, this power and all other powers
provided and pursuant hereto and other agreements relating to such agreement shall be an important and inseparable part of Sukuk Ijarah Trust
Agreement, and the powers are not terminable due to any reason whatsoever including due to the reasons as set forth in Articles 1813, 1814 and
1816 of Civil Code.
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8.3 So long there is Sukuk Ijarah Holder, Sukuk Ijarah Trust Agreement shall fully apply as the perfect evidence on providing of powers from Sukuk
Ijarah Holder to Sukuk Trustee as referred to in Sukuk Ijarah Trust Agreement.
8.4 The providing of powers from Sukuk Ijarah Holder to Sukuk Trustee as referred to in Sukuk Ijarah Trust Agreement shall also include the power to
make amendment to Sukuk Ijarah Trust Agreement for all things resolved in RUPSI and approved by the Issuer.
Article 9
REPAYMENT OF REST OF IJARAH FEE
9.1 By taking into account ththe provision of article 6 of Sukuk Ijarah Trust Agreement, the Issuer shall be obliged to make repayment of Rest of Ijarah
Fee (“Return”) on the 7 (seventh) anniversary as of the Date of Issue.
9.2 The Return of Rest of Ijarah Fee will be paid by the Issuer to Sukuk Ijarah Holder through the Payment Agent on the date as referred to in paragraph
9.1 of this article and regarding the payment to the Payment Agent in accordance with the provision of Sukuk Ijarah Trust Agreement the Return
shall be considered already made to Sukuk Ijarah Holder for the Rest of Ijarah Fee that is payable and already due and release the Issuer
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from the obligation to pay the relevant Rest of Ijarah Fee and in the event of any reason outside the mistake of the Issuer the payment of the Rest of
Ijarah Fee cannot be made to Sukuk Ijarah Holder.
Article 10
REPRESENTATION AND WARRANTY OF SUKUK IJARAH TRUSTEE
Sukuk Trustee represents and warrants that the following are true:
10.1 Sukuk Trustee shall be entitled and authorized to act as Sukuk Trustee.
10.2 Sukuk Trustee commits itself to perform the tasks and or obligations as Sukuk Trustee with full responsibility, integrity as well as acts wisely solely
for the interest of the Sukuk Ijarah Holder.
10.3 Sukuk Trustee shall be responsible to Sukuk Ijarah Holder for any loss suffered due to the failure, carelessness of Sukuk Trustee or acts due to the
conflict of interest in connection with the tasks of Sukuk Trustee as contained in Sukuk Ijarah Trust Agreement.
10.4 On the date of signing of this Sukuk Ijarah Trust Agreement, the articles of association of Sukuk Trustee together with the amendments thereto are
already publicized in the State Gazette of the Republic of Indonesia dated the eleventh day of
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September one thousand nine hundred ninety two (11-9-1992) Number 73, Supplement Number 3A; and recently in the State Gazette of the
Republic of Indonesia dated the fourth day of November two thousand three (4-11-2003) Number 88, Supplement Number 11053.
Besides the Supplement to the State Gazette and the deeds as mentioned above until the date of signing of Sukuk Ijarah Trust Agreement in this
deed, there is no other deed nor documents containing the amendment to the articles of association of Sukuk Trustee.
10.5 On the signing date of this Sukuk Ijarah Trust Agreement, the members of Board of Directors and Commissioners Board of Sukuk Trustee shall be
as follows:
BOARD OF DIRECTORS
– President Director : Mr. SOFYAN BASIR;
– Director of Finance : Mr. ABDUL SALAM,

Sarjana Ekonomi;
– Director of Consumer : Mr. AGUS TONI SOETIRTO;
– Director of Operational : Mr. Doktorandus EY SARWONO SUDARTO;
– Director of UMKM : Mr. Insinyur SULAIMAN ARIF ARIANTO;
– Director for Credit
Administration and Risk
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Analysis : Mrs. Insinyur LENNY SUGIHAT,
Master of Business Administration;
– Director for Compliance : Mr. Insinyur BAMBANG SOEPENO,

Master of Business Administration;
COMMISSIONER BOARD
– President Commissioner : Mr. Doktor Insinyur Haji BUNASOR SANIM,

Master of Science;
– Commissioner : Mr. SUNARSHIP;
– Commissioner : Mr. Doktor MULIA P NASUTION;
– Commissioner : Mr. Doktor Insinyur AGUS PAKPAHAN;
– Independent Commissioner : Mr. Insinyur BANGUN SARWITO KUSMULJONO;
– Independent Commissioner : Mrs. Doktoranda AVILIANI,

Master of Science;
– Independent Commissioner : Mr. BARIDJUSSALAM HADI;
10.6 That to enter into Sukuk Ijarah Trust Agreement, Sukuk Trustee already obtains the approval as required by articles of association of Sukuk Trustee
and the legislation applied to Sukuk Trustee.
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10.7 The preparation of Sukuk Ijarah Trust Agreement as well as all documents prepared relating to Sukuk Ijarah Trust Agreement are already prepared
accordingly by Sukuk Trustee pursuant to the requirements of the prevailing legislation as well as already signed accordingly on behalf of Sukuk
Trustee and is the valid obligation binding Sukuk Trustee in accordance with the legislation prevailed in Indonesia.
10.8 The persons signing this Sukuk Ijarah Trust Agreement on behalf of Sukuk Trustee shall be those entitled and fully authorized to act for and on
behalf of as well as validly representing Sukuk Trustee.
10.9 That at the time of signing of this Sukuk Ijarah Trust Agreement, Sukuk Trustee shall not provide loan for the Issuer.
10.10 Sukuk Trustee hereby declares to be responsible for the representation and warranty provided by Sukuk Trustee in Sukuk Ijarah Trust Agreement
and therefore Sukuk Trustee releases the Issuer relating to the representation and warranty provided by Sukuk Trustee in Sukuk Ijarah Trust
Agreement.
10.11 Submitting the representation of Sukuk Trustee that Sukuk Trustee has the person in charge of implementation of trustee affairs activity
understanding the activities in contravention of the Syariah principles in Capital Market.
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Article 11
LIMITATIONS AND OBLIGATIONS OF ISSUER
11.1 As of the date of this Agreement and so long all Rests of Ijarah Fee and Ijarah Fee Installment are not paid, the Issuer promises and commits itself
that the Issuer and as relevant, the material Subsidiary (such material Subsidiary is that which assets reaches minimum 10% (ten percent) of total
assets of the Issuer based on the Issuer’s current financial statement or which income reaches minimum 10% (ten percent) of total income of the
Issuer in its current financial statement, whichever lower), without the written approval from Sukuk Trustee, will not do the following:
(a) encumber and/or pledge partial or entire assets of the Issuer and/or permit and/or give approval for the Subsidiary to encumber and/or
pledge both partially or entirely the assets of the Subsidiary, the right to the income of the Issuer and/or Subsidiary, both existing now or
those that will be obtained in the future, to any other third party, except the act of encumbering or pledging that is the Tolerable
Collateral and Guarantee.
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(b) provide the corporate guarantee or permit the Material Subsidiary (as mentioned above) to provide corporate guarantee to other party
except:
(i) such corporate guarantee is the Tolerable Collateral and Guarantee; and/or;
(ii) such corporate guarantee is provided to encumber the debt/obligation of the Subsidiary made based on the reasonable and
common business practice and total encumbered obligation/debt at any time cumulatively does not exceed 10% (ten percent) of
the Adjusted Consolidated Capital; and/or
(iii) such corporate guarantee provided to encumber the debt of the Subsidiary established in connection with the plan of the issue
of the debt certificate in the foreign currency in short time by such Subsidiary.
(c) To merger, amalgamate, acquisition with or on other company causing the dissolution of the Issuer, or that having negative consequence
to
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the Issuer’s business continuity, or permit the Subsidiary running the business in the Main Business of the Issuer to make merger,
amalgamate and/or acquisition with other company causing the dissolution of the Subsidiary or negative impact on the business
continuity of the Subsidiary except in the frame of the Restructuring Activity of the Issuer.
(d) provide debt or loan to any other party except in connection with the Tolerable Receivable.
(e) sell, move or transfer partial or entire assets or Main Business Activity of the Issuer, except:
(i) in the frame of Restructuring Activity of the Issuer; or
(ii) sale, movement or transfer of assets in 1 (one) or combined transaction in 1 (one) current year not more than 10% (ten percent)
of the entire consolidated net fixed assets based on the audited current consolidated financial statement of the Issuer and so
long it doesn’t disturb the Main Business Activity of the Issuer.
(f) make expenditure of bond or other debt instrument having higher grade or which payment is given the priority instead of Sukuk Ijarah,
by taking into account the Tolerable Collateral and Guarantee.
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(g) make change in the Issuer’s business line to the business outside the telecommunication and informatics sector.
(h) conduct the business activity in contravention of syariah principles namely among others:
1) gambling and the game classified into gambling or the banned trading;
2) rendering the financial service applying the ribawi (usurious) concept, risk sale and purchase containing gharar (lack of
transparency) and or maysir;
3) producing, distributing, trading or providing:
a) the goods and or service which is unlawful due to its substance (haram li-dzatihi); and or
b) the goods and or service which is unlawful not due to the substance (haram li ghairihi) stipulated by National
Syariah Board of Indonesian Council of Ulama (DSN-MUI); and or
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c) goods and or service damaging the moral and which is mudarat (harming) in nature.
4) making investment in the company which at the time of transaction the level (nisbah) of debt of the company to ribawi
financial institution is more dominant than the capital, except the syariah nature of such investment is declared by DSN-MUI.
11.2 The providing of the written approval as referred to in paragraph 11.1 of this article will be provided by Sukuk Trustee under the terms as follows:
(a) The application for approval will not be denied without clear and fair reason;
(b) Sukuk Trustee shall be obliged to give approval, denial or ask for other additional supporting data/document within the period of 7
(seven) Working Days after the application for approval and its supporting documents are received completely by Sukuk Trustee and if
within 7 (seven) Working Days the Issuer does not receive the approval, refusal or request for other additional supporting data/document
from Sukuk Trustee, the Sukuk Trustee shall be considered already give the approval; and
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(c) If Sukuk Trustee requests for other additional supporting data/document the approval or denial must be given by Sukuk Trustee in 10
(ten) Working Days after such other additional supporting data/document is completely received by Sukuk Trustee and if within the
period of 10 (ten) Working Days the Issuer does not receive the approval or denial from Sukuk Trustee, Sukuk Trustee shall be
considered already gives its approval.
11.3 As of the date of Sukuk Ijarah Trust Agreement and so long the Rest of Ijarah Fee and Ijarah Fee Installment are not repaid yet, the Issuer promises
and commits itself to:
(a) fulfill all provisions in Sukuk Ijarah Trust Agreement and other agreement in connection with this Sukuk Ijarah Issue.
(b) pay the sum of money required for repayment of Rest of Ijarah Fee and/or Ijarah Fee Installment already due at the latest 1 (one) Stock
Exchange Day (in good fund) prior to the Date of Payment of Ijarah Fee Installment and or Date of Repayment of Rest of Ijarah Fee to
KSEI account.
(c) pay the Loss Compensation Due To Delay. Such Loss Compensation Due To Delay paid by the Issuer is
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the right of Sukuk Ijarah Holder to be paid to the Sukuk Ijarah Holder on proportional basis based on the amount of Sukuk Ijarah already
owned.
(d) maintain and keep the position of the Issuer and Subsidiary as the limited liability company and corporate body (except in the frame of
Restructuring Activity of Issuer) and important permits which are now owned by the Issuer and Subsidiary and immediately request the
permits if those permits expire or are required to run the business.
(e) maintain the accounting and cost supervision in accordance with the accounting principles and other sufficient records to describe
properly the financial condition of the Issuer, Subsidiary and its operation yield and consistently applied.
(f) immediately notify Sukuk Trustee any important occurrence or condition in the issuer and/or Subsidiary that may materially give
negative impact to the fulfillment of obligation of the Issuer in the frame of the issue and repayment of Sukuk Ijarah.
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(g) notify in writing the Sukuk Trustee at the latest in 2 (two) Working Days after the occurrence of the following events:
(i) the resolution of General Meeting of Shareholders in connection with the amendment to the Articles of Association or the
composition of Board of Directors and Commissioner Board of the Issuer and Subsidiary, the distribution of dividend to the
shareholders of the Issuer;
(ii) criminal, civil, administrative and labor cases involving the Issuer and Subsidiary that may materially affect the ability of the
Issuer and/or Subsidiary in performing and adhering the obligations based on all Issue Documents.
(h) ensure that the obligation of payment by the Issuer to the Sukuk Ijarah Holder pursuant to Sukuk Ijarah Trust Agreement at any time has
the pari passu value to the obligation to all other creditors except the obligations to the preference creditor.
(i) submit to Sukuk Trustee:
(i) copies of reports submitted to BAPEPAM-LK, stock exchange where the shares, American
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Depository Shares or bonds of the Issuer are registered, and KSEI within not later than 2 (two) Working Days after such reports
are submitted to the parties mentioned above;
(ii) annual consolidated financial report already audited by the registered public accountant at BAPEPAM-LK at the same time of
the submission of such financial statement to BAPEPAM-LK in accordance with the prevailing legislation.
(iii) quarterly consolidated financial statement submitted together with the report submitted to BAPEPAM-LK, Stock Exchange or
not later than:
– 60 (sixty) Calendar Days after the date of the quarterly book of the Issuer is ended, if not accompanied with the
accountant report; or
– 90 (ninety) Calendar Days after the date of the quarterly book of the Issuer is ended, if accompanied with the
accountant report in the frame of limited analysis; or
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– 120 (one hundred twenty) Calendar Days after the date of the quarterly book of the Issuer is ended, if accompanied
with the report of the accountant giving opinion on the financial disclaimer;
(j) maintain the assets of the Issuer and Subsidiary in order that it is still in good condition and always insure it to the reputable insurance
company under the terms and conditions commonly made by the Issuer and generally applied to the similar business.
(k) give permit for Sukuk Trustee to on Working Day during the work hours make the visit directly to the Issuer and Subsidiary and examine
the permit and financial records so long it does not in contravention of the prevailing legislation, with prior notice to the Issuer proposed
at least 3 (three) Working Days prior to the visit.
(l) give permit for Syariah Supervisory Board or Syariah Expert Team appointed by National Syariah Board of Indonesian Council of
Ulama (DSN-MUI) together with Sukuk Trustee to obtain the additional documents from the Issuer to support the supervision of syariah
aspect of Sukuk Ijarah of the Issuer so long it does not in contravention of the prevailing legislation.
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(m) fulfill the financial obligations based on the consolidated financial statement of the Issuer and Subsidiary namely as follows:
(i) maintaining the comparison between total Loan and equity does not exceed 1.75:1 (one point seventy five to one) as indicated
in each quarterly consolidated financial statement;
(ii) maintaining the comparison between EBITDA and Loan interest payment is not less than 3:1 (three to one) as contained in
each annual consolidated financial statement already audited;
(iii) maintaining the comparison between adding up of total Loan and procurement debt to supplier and EBITDA does not exceed
3,5:1 (three point five to one) as contained in each annual consolidated financial statement already audited;
(iv) maintaining the minimum Adjusted Consolidated Equity at any time during the period when the Rest of Ijarah Fee is not paid
fully is not less than Rp 5,000,000,000,000.00 (five trillion rupiah);
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Equity shall mean the account of total equity in the consolidated balance sheet of the Issuer.
Procurement debt to the supplier shall be the account of total procurement debt in the consolidated balance sheet of the Issuer.
(n) determining the ranking of Sukuk Ijarah in accordance with the Regulation Number: IX.C.11 of Appendix to Decision of Chairman of
BAPEPAM-LK Number: KEP-135/BL/2006 dated the fourteenth day of December two thousand six (14-12-2006) regarding Ranking of
Stock of Debt in Nature together with the amendment thereto and or other arrangement that must be adhered to the Issuer.
(o) to submit to BAPEPAM-LK the Sukuk Ijarah Trust Agreement as well as Syariah agreement related to the issue of the said Sukuk Ijarah.
Article 12
EVENT OF DEFAULT
12.1 In the event of one of the condition or event as mentioned in paragraph 12.5 of this Article and such condition or event continue for 15 (fifteen)
Working Days as of the written warning from Sukuk Trustee without the effort of correction started to be done at the purpose to eliminate such
condition:
(a) Sukuk Trustee shall be entitled to notify such event to Sukuk Ijarah Holder through the advertisement in 1 (one) daily newspaper in
Indonesian Language which is circulated on national basis and 1 (one) daily newspaper in Indonesian Language which is at least locally
circulated in the domicile of the Issuer.
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(b) Sukuk Trustee shall be entitled to declare that therefore all Ijarah Fee becomes due and invoicable; and
(c) Sukuk Trustee shall also upon its own discretion be entitled to summon RUPSI according to the terms and procedure as set forth in
Sukuk Ijarah Trust Agreement and in that RUPSI Sukuk Trustee shall request the Issuer to give explanation in connection with that
failure.
12.2 If RUPSI cannot accept the explanations and reasons from the Issuer, or if the Issuer cannot provide any explanation to RUPSI, RUPSI may at the
same time determine the measures to take against the Issuer in connection with Sukuk Ijarah.
12.3 If RUPSI decides that Sukuk Trustee must take the legal acts to force the collection to the Issuer,
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Sukuk Trustee in a period stipulated by the resolution of RUPSI must propose the invoice and take the legal acts relating to the collection to the
Issuer.
12.4 All expenses relating to the summon and RUPSI and legal acts taken relating to such Event of Default shall be borne and must be compensated by
the Issuer.
12.5 The Event of Default or default as referred to in paragraph 12.1 of this Article shall comprise one or more conditions or events below:
(a) The Issuer fails to pay the Rest of Ijarah Fee on the Date of Repayment of the Rest of Ijarah Fee and/or Ijarah Fee Installment on the
Date of Payment of Ijarah Fee Installment to Sukuk Ijarah Holder; or
(b) The Issuer fails to perform or obey one or more provisions of Sukuk Ijarah Trust Agreement which will materially give negative impact
to the ability of the Issuer to fulfill the obligations in Sukuk Syariah Ijarah Trust Agreement; or
(c) The Issuer is dissolved (other than the dissolution due to merger) or declared insolvent; or
(d) if the court or the competent governmental authority has sequestrated or taken over in any manner whatsoever all or most of the assets of
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the Issuer or has taken act hampering the Issuer to run most or all of its businesses thereby materially affecting the ability of the Issuer to
fulfill its obligations in Sukuk Ijarah Trust Agreement; or
(e) if most of the rights, permits and other approvals from the Government of the Republic of Indonesia owned by the Issuer and/or
Subsidiary are cancelled or declared invalid, or the Issuer and/or Subsidiary fail to obtain permit or approval required by the prevailing
law, which materially gives negative impact to the Issuer’s business continuity and materially affects the ability of the Issuer to fulfill the
obligations determined in this Sukuk Ijarah Trust Agreement; or
(f) if the particulars and guarantees of the Issuer about the Issuer’s condition or corporate status or finance and/or management which are
materially not in accordance with the fact or those are not correct, including the representation and warranty of the Issuer as referred to in
Article 15 of Sukuk Ijarah Trust Agreement; or
(g) if the Issuer and/or Subsidiary is declared making failure relating to a debt agreement
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between the Issuer and/or Subsidiary with one of its creditors, both already existed or will exist in the future, in total facility equal to or
higher than 10% (ten percent) of the revenue or 20% (twenty percent) of the Issuer’s equity, whichever lower; or
(h) The Issuer and/or Subsidiary based on the court’s order having the permanent force of law is required to pay a sum of fund to the third
party which if it is paid will affect materially the ability of the Issuer to fulfill its obligations determined in Sukuk Ijarah Trust
Agreement.
12.6 Waiving every provision of this Sukuk Ijarah Trust Agreement regulating otherwise, Sukuk Trustee shall be entitled to declare an event of default
and therefore declare that all Ijarah Fees become due immediately in case of Event of Default as referred to in paragraph 12.5 letters (c), (d) and/or
(f) and paragraph 11.1 (h) article 12 and take other legal acts relating to the matters referred to in this Article.
Article 13
GENERAL MEETING OF SUKUK IJARAH HOLDERS
To convene RUPSI, the required quorum, voting rights and resolution adoption the provisions below apply without prejudice the provisions of the regulation of
Capital Market
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and other legislation in Capital Market as well as the regulation of the Stock Exchange where Sukuk Ijarah is registered:
13.1 RUPSI is held at any time according to the provisions of this Article, for the purposes among other as follows:
a. to submit the notice to the Issuer or Sukuk Trustee or to give direction to Sukuk Trustee or to take other act.
b. to dismiss Sukuk Trustee and appoint the substitute thereof pursuant to the provisions of Sukuk Ijarah Trust Agreement.
c. to take other act already empowered to be taken by or on behalf of Sukuk Ijarah Holder including but not limited to amend Sukuk Ijarah
Trust Agreement, syariah agreement, content of the syariah agreement and the assets being the basis of the issue of Sukuk Ijarah by
taking into account the provisions of Sukuk Ijarah Trust Agreement as well as the prevailing legislation.
d. to take the resolution relating to the change of total Ijarah Fee Installment, change of procedure for the payment of Ijarah Fee Installment
and/or the Rest of Ijarah Fee including the change of Sukuk Ijarah to equity of the Issuer, change of
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period of Sukuk Ijarah and amendment to Sukuk Ijarah Trust Agreement in the frame of such change mentioned above, of which the
amendment to the provision as mentioned above can only be asked by the Issuer only if it makes failure as referred to in Article 12 of
e. to adopt resolution required relating to the intention of the Issuer or Sukuk Ijarah Holder representing at least 20% (twenty percent) of
total Rest of Ijarah Fee not paid yet, to cancel the registration of Sukuk Ijarah with KSEI pursuant to the regulation of Capital Market and
KSEI.
f. to adopt the resolution on the force majeure in the event of failure to attain the agreement between the Issuer and Sukuk Trustee.
g. to take other act required for the interest of the Sukuk Ijarah Holder based on the provisions of Sukuk Ijarah Trust Agreement and/or the
prevailing legislation.
h. to adopt the resolution in connection with the Event of Default as referred to in Article 12 of Sukuk Ijarah Trust Agreement.
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13.2 By taking into account the prevailing regulation of Capital Market RUPSI can be held if:
a. One or more Sukuk Ijarah Holders representing at least 20% (twenty percent) of total Rest of Ijarah Fee still not paid yet (other than total
Rest of Ijarah Fee owned by the Issuer and/or Affiliated Company proposing the written request to the Sukuk Trustee to hold RUPSI by
mentioning the requested agenda and enclosing the original KTUR from KSEI obtained through the Account Holder, provided that as of
the issue of KTUR, Sukuk Ijarah will be frozen by KSEI to the amount of Sukuk Ijarah contained in KTUR. The revocation of freezing
of Sukuk Ijarah by KSEI can only be made after being approved in writing by Sukuk Trustee.
b. Sukuk Trustee or BAPEPAM-LK or Issuer consider it is necessary to hold RUPSI.
13.3 a. Sukuk Trustee must serve the summon to and hold RUPSI at the latest 30 (thirty) Calendar Days as of the receipt of such request. In the
event Sukuk Trustee refuses the request of Sukuk Ijarah Holder or the Issuer to hold RUPSI, Sukuk Trustee must notify the applicant in
writing the reasons of refusal with carbon copy to BAPEPAM-LK, at the latest 21 (twenty one) Calendar Days after the receipt of the
letter of request.
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b. Sukuk Trustee shall be obliged to submit the plan of RUPSI at the latest 7 (seven) Calendar Days prior to the summon to RUPSI and
submit to BAPEPAM-LK the result of RUPSI not later than 2 (two) Calendar Days.
13.4 Procedure for RUPSI:
a. RUPSI can be held at the domicile of the Issuer or in other place where Sukuk Ijarah is registered with or the place agreed by the Issuer
and Sukuk Trustee.
b. The summon to RUPSI shall be served 2 (twice) and contained at least in 2 (two) daily newspapers in Indonesian Language which are
circulated nationwide provided that the first summon shall be served 14 (fourteen) Working Days prior to RUPSI and the second one 7
(seven) Working Days prior to RUPSI.
c. The summon shall expressly summon the date, time, venue and agenda of RUPSI.
d. RUPSI shall be presided and chaired by Sukuk Trustee and Sukuk Trustee shall be obliged to prepare the agenda and material of RUPSI
as well as appoint Notary who must prepare the minute of RUPSI. In the event the replacement of Sukuk Trustee requested by the Issuer
or Sukuk Ijarah
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Holder, RUPSI shall be presided by the Issuer or Sukuk Ijarah Holder requesting for RUPSI, and the Issuer or Sukuk Ijarah Holder
requesting for RUPSI shall prepare the agenda and material of RUPSI as well as appoint the Notary who must prepare the minutes of
RUPSI.
e. Sukuk Ijarah Holder being entitled to attend RUPSI shall be that having KTUR and whose name is registered with list of KTUR issued
by KSEI.
f. Sukuk Ijarah Holder attending RUPSI shall be obliged to submit KTUR to Sukuk Trustee.
g. One Sukuk Ijarah Transfer Unit confers the right to its holder to cast 1 (one) vote. The vote shall be cast in writing and signed by
mentioning KTUR number unless decided otherwise by Sukuk Trustee.
h. The blank, abstain and invalid votes shall be considered uncast including Sukuk Ijarah owned by the Issuer and/or Affiliated Company.
i. All Sukuk Ijarah deposited with KSEI are frozen so that they cannot be transferred for 3 (three) Stock Exchange Days prior to the date of
RUPSI until the date of end of RUPSI proven by the notice from Sukuk Trustee or after obtaining approval from Sukuk Trustee.
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j. Just before the commencement of RUPSI, the Issuer shall prepare the letter of statement on Sukuk Ijarah it owns and/or
owned by the Affiliated Company.
k. Except the costs incurred due to the resignation of Sukuk Trustee as referred to in paragraph 3.8 letter c of Article 3 of Sukuk Ijarah
Trust Agreement, the fair cost relating to the announcement to summon RUPSI and RUPSI result as well as all costs to hold RUPSI
including but not limited to Notary’s fee and room lease cost shall be imposed on the Issuer and the Issuer promises to pay the same.
l. Upon the holding of RUPSI, the minutes thereof shall be drawn up by a Notary as a valid evidence instrument binding the Sukuk Ijarah
Holder, Sukuk Trustee and Issuer. Sukuk Trustee shall be obliged to announce RUPSI result by announcing it in 1 (one) daily newspaper
in Indonesian Language circulated nationwide at the latest 7 (seven) Working Days after the RUPSI.
m. If in the first RUPSI no quorum is attained, the second one with the same agenda may be held within at the soonest 10 (ten)
Working Days and at the longest 21 (twenty one) Working Days after the
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first one provided that the re-summon is served to Sukuk Ijarah Holders not later than 7 (seven) Working Days prior to the second
RUPSI by announcing it at least in 1 (one) daily newspaper in Indonesian language circulated nationwide.
n. If in the second RUPSI no quorum is attained, the third one with the same agenda may be held within at the soonest 10 (ten) Working
Days and at the longest 21 (twenty one) Working Days after the first one provided that the re-summon is served to Sukuk Ijarah Holders
not later than 7 (seven) Working Days prior to the second RUPSI by announcing it at least in 1 (one) daily newspaper in Indonesian
language circulated nationwide.
13.5 Without prejudice the provisions contained in the regulations on Capital Market and Stock Exchange as well as other legislation:
a. Except for the reasons mentioned in paragraph 13.5 letter b of this Article:
2
i. RUPSI can be held if attended by Sukuk Ijarah Holders or their valid proxies representing at least /3 (two thirds) of total Rest
of Ijarah Fee that is still not paid yet (outside total Sukuk Ijarah owned by the Issuer and/or Affiliated Company) and
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1
approved by more than /2 (a half) of total Rest of Ijarah Fee that is still not paid yet attending and/or represented having the
valid voting right in RUPSI (outside total Sukuk Ijarah owned by the Issuer and/or Affiliated Company) by taking into account
paragraph 13.4 letter h of this article.
ii. The second RUPSI shall be valid

2
and entitled to adopt the binding resolution if attended by Sukuk Ijarah Holders or their valid
proxies representing at least /3 (two thirds) of total Rest of Ijarah1Fee still not paid yet (outside total Sukuk Ijarah owned by
the Issuer and/or Affiliated Company) and approved by more than /2 (a half) of total Rest of Ijarah Fee that is still not paid yet
attending and/or represented having the valid voting right in RUPSI (outside total Sukuk Ijarah owned by the Issuer and/or
Affiliated Company) by taking into account paragraph 13.4 letter h of this article.
iii. The third RUPSI shall be valid and entitled to adopt the binding resolution without calculating the attendance quorum so long it
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2
is approved by more than /3 (two thirds) of total Rest of Ijarah Fee that is still not paid yet attending and/or represented having
the valid voting right in RUPSI (outside total Sukuk Ijarah owned by the Issuer and/or Affiliated Company) by taking into
account paragraph 13.4 letter h of this article.
b. Especially for RUPSI upon the request of the Issuer intended to decide the changes of Ijarah Fee Installment, changes of procedure for
payment of Ijarah Fee Installment and/or the Rest of Ijarah Fee including the change of Sukuk Ijarah into equity of the Issuer, the change
of period of Sukuk Ijarah and amendment to Sukuk Ijarah Trust Agreement in the frame of changes above, can only be made if the Issuer
conducts failure as referred to in Article 12 of Sukuk Ijarah Trust Agreement under the terms as follows:
3
i. RUPSI can be held if attended by Sukuk Ijarah Holders or their valid proxies representing at least /4 (three fourths) of total
Rest of Ijarah Fee that is still not paid yet (outside total Sukuk Ijarah owned by the Issuer and/or Affiliated Company) and
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3
be entitled to adopt the valid and binding resolution if approved by at least /4 (three fourths) of total Rest of Ijarah Fee that is
still not paid yet attending and/or represented having the valid voting right in RUPSI (outside total Sukuk Ijarah owned by the
ii. The second RUPSI shall be valid and entitled

3
to adopt the valid and binding resolution if attended by Sukuk Ijarah Holders or
their valid proxies representing at least /4 (three fourths) of total Rest of Ijarah Fee that is still not paid yet (outside total Sukuk
Ijarah owned
3
by the Issuer and/or Affiliated Company) and be entitled to adopt the valid and binding resolution if approved by
at least /4 (three fourths) of total Rest of Ijarah Fee that is still not paid yet attending and/or represented having the valid
voting right in RUPSI (outside total Sukuk Ijarah owned by the Issuer and/or Affiliated Company) by taking into account
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iii. If in the second RUPSI no quorum is attained, the third one may be held and 3entitled to adopt the valid and binding resolution if
attended by Sukuk Ijarah Holders or their valid proxies representing at least /4 (three fourths) of total Rest of Ijarah Fee that is
still not paid yet (outside total Sukuk Ijarah owned
3
by the Issuer and/or Affiliated Company) and be entitled to adopt the valid
and binding resolution if approved by at least /4 (three fourths) of total Rest of Ijarah Fee that is still not paid yet attending
and/or represented having the valid voting right in RUPSI (outside total Sukuk Ijarah owned by the Issuer and/or Affiliated
Company) by taking into account paragraph 13.4 letter h of this article.
c. To amend ijarah agreement and Ijarah Object, RUPSI shall be held under the terms as follows:
i. If the amendment of ijarah agreement and Ijarah Object do not cause the change of Ijarah Fee Installment:
1. RUPSI can be held if attended by Sukuk Ijarah Holders or their valid proxies
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2
representing at least /3 (two thirds) of total Rest of Ijarah Fee that is still not paid yet (outside total Sukuk Ijarah
owned by the Issuer1 and/or Affiliated Company) and be entitled to adopt the valid and binding resolution if
approved by at least /2 (half) of total Rest of Ijarah Fee that is still not paid yet attending and/or represented having
the valid voting right in RUPSI (outside total Sukuk Ijarah owned by the Issuer and/or Affiliated Company) by
taking into account paragraph 13.4 letter h of this article.
2. The second RUPSI shall be valid 2

and entitled to adopt the binding resolution if attended by Sukuk Ijarah
Holders representing at least /3 (two thirds) of total Rest of Ijarah Fee that is still not paid yet1
(outside
total Sukuk Ijarah owned by the Issuer and/or Affiliated Company) and approved by more than /2 (half) of
total Rest of Ijarah Fee that is still not paid yet attending
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and/or represented having the valid voting right in RUPSI (outside total Sukuk Ijarah owned by the Issuer and/or
3. The third RUPSI shall be valid and entitled 2to adopt the binding resolution without calculating the attendance
quorum so long it is approved by more than /3 (two thirds) of total Rest of Ijarah Fee that is still not paid yet
attending and/or represented the valid voting rights in RUPSI (outside total Sukuk Ijarah owned by the Issuer and/or
ii. If the amendment of ijarah agreement and Ijarah Object cause the change of Ijarah Fee Installment:
2
1. RUPSI can be held if attended by Sukuk Ijarah Holders or their valid proxies representing at least /3 (two thirds) of
total Rest of Ijarah Fee that is
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still not paid yet (outside total Sukuk Ijarah owned by the Issuer
2
and/or Affiliated Company) and be entitled to
adopt the valid and binding resolution if approved by at least /3 (two thirds) of total Rest of Ijarah Fee that is still
not paid yet attending and/or represented having the valid voting right in RUPSI (outside total Sukuk Ijarah owned
by the Issuer and/or Affiliated Company) by taking into account paragraph 13.4 letter h of this article.
2. The second RUPSI shall2

be valid and entitled to adopt the binding resolution if attended by Sukuk Ijarah Holders
representing at least /3 (two thirds) of total Rest of Ijarah Fee that is still not paid yet (outside total Sukuk Ijarah
owned by the2
Issuer and/or Affiliated Company) and entitled to adopt the valid and binding resolution if approved
by at least /3 (two thirds) of total Rest of Ijarah Fee that is still not paid yet attending and/or
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represented having the valid voting right in RUPSI (outside total Sukuk Ijarah owned by the Issuer and/or Affiliated
Company) by taking into account paragraph 13.4 letter h of this article.
3. If the second RUPSI fails to attain the quorum, the third RUPSI may be held where the third RUPSI shall be valid
and entitled
2
to adopt the binding resolution if attended by Sukuk Ijarah Holders or their valid proxies representing at
least /3 (two thirds) of total Rest of Ijarah Fee that is still not paid yet (outside total Sukuk Ijarah owned by the 2
Issuer and/Affiliated Company) and be entitled to adopt the valid and binding resolution if approved by at least /3
(two thirds) of total Rest of Ijarah Fee that is still not paid yet attending and/or represented the valid voting rights in
RUPSI (outside total Sukuk Ijarah owned by the Issuer and/or Affiliated Company) by taking into account
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13.6 In the event Sukuk Ijarah is owned by the Issuer based on the Buy Back and/or owned by the Affiliated Company, total votes will not be calculated
in the attendance quorum in RUPSI and not own the voting right.
13.7 The Issuer, Sukuk Trustee and Sukuk Ijarah Holders shall be subjected to, obey and bound by the resolutions adopted by Sukuk Ijarah Holders in
RUPSI.
13.8 The further regulations on the holding as well as procedure for RUPSI can be established and if necessary then improved or amended by the Issuer
and Sukuk Trustee by taking into account the legislation prevailing in the Republic of Indonesia by taking into account the provision of paragraph
18.2 of Sukuk Ijarah Trust Agreement.
13.9 If the provisions on RUPSI is stipulated otherwise by the legislation on Capital Market, such legislation shall apply.
Article 14
FAILURE OF SUKUK TRUSTEE
If the Sukuk Trustee fails or commits default on Sukuk Ijarah Trust Agreement, the provision of Article 1267 of Indonesian Civil Code shall apply, unless the
right of the Issuer requests for cancellation or termination of Sukuk Ijarah Trust Agreement.
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Article 15
REPRESENTATION AND WARRANTY OF ISSUER
The Issuer represent and warrants the Sukuk Trustee and Sukuk Ijarah Holders to as follows:
15.1 On the date of signing of Sukuk Ijarah, Trust Agreement, the articles of association of the Issuer already amended several times by virtue of:
– deed dated the eight day of March two thousand four (08-03-2004) Number 7 drawn up before me, Notary, and the report on the
amendment to the articles of association was already received and registered in Database of Corporate Body Administration System of
Directorate General of General Legal Administration of Ministry of Law and Human Right of the Republic of Indonesia dated the eight
day of March two thousand four (08-03-2004) number: C-05582.HT.01.04.TH.2004;
– deed dated the thirtieth day of September two thousand four (30-09-2004) Number 145 drawn up before AULIA TAUFANI, Sarjana
Hukum, in those day substituting SUTJIPTO, Sarjana Hukum, Notary, practicing in Jakarta, already approved by the Minister of Law
and Human Rights of the Republic of
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Indonesia by virtue of his letter dated the second day of December two thousand four (2-12-2004) number: C-29270.HT.01.04.TH.2004
and report on amendment to the articles of association was already received and registered in Database of Corporate Body
Administration System of Directorate General of General Legal Administration of Ministry of Law and Human Right of the Republic of
Indonesia dated the eight day of December two thousand four (08-12-2004) number: C-29786.HT.01.04.TH.2004;
– deed dated the twenty-fourth day of December two thousand four (24-12-2004) Number 141 drawn up before AULIA TAUFANI,
Sarjana Hukum, in those day substituting SUTJIPTO, Sarjana Hukum, Notary, practicing in Jakarta, which deed was already received
and registered in Database of Corporate Body Administration System of Directorate General of General Legal Administration of
Ministry of Law and Human Right of the Republic of Indonesia dated the fourth day of January two thousand five (04-01-2005) number:
C-00088.HT.01.04.TH.2005;
– deed dated the fourteen day of January two thousand five (14-1-2005) Number 79 drawn up before AULIA TAUFANI, Sarjana
Hukum, in those day substituting SUTJIPTO, Sarjana Hukum, Notary, practicing in
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Jakarta, which report on amendment to the articles of association was already received and registered in Database of Corporate Body
Administration System of Directorate General of General Legal Administration of Ministry of Law and Human Right of the Republic of
Indonesia dated the fourth day of February two thousand five (04-02-2005) number: C-03065.HT.01.04.TH.2005;
– deed dated the twenty-eighth day of April two thousand five (28-4-2005) Number 150 drawn up before AULIA TAUFANI, Sarjana
Hukum, in those day substituting SUTJIPTO, Sarjana Hukum, Notary, practicing in Jakarta, which notice thereof was already received
Ministry of Law and Human Right of the Republic of Indonesia dated the nineteenth day of May two thousand five (19-05-2005)
number: C-13673.HT.01.04.TH.2005;
– deed dated the twenty-second day of July two thousand five (22-7-2005) Number 157 drawn up before AULIA TAUFANI, Sarjana
and registered in Database of
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Corporate Body Administration System of Directorate General of General Legal Administration of Ministry of Law and Human Right of
the Republic of Indonesia dated the eighth day of August two thousand five (08-08-2005) number: C-21968.HT.01.04.TH.2005;
– deed dated the twenty-first day of October two thousand five (21-10-2005) Number 145 drawn up before AULIA TAUFANI, Sarjana
Ministry of Law and Human Right of the Republic of Indonesia dated the second day of December two thousand five (02-05-2005)
number: C-32142.HT.01.04.TH.2005;
– deed dated the twenty-first day of October two thousand five (21-10-2005) Number 146 drawn up before AULIA TAUFANI, Sarjana
Ministry of Law and Human Right of the Republic of Indonesia dated the sixteenth day of December two thousand five (16-12-2005)
number: C-33508.HT.01.04.TH.2005;
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– deed dated the twenty-third day of January two thousand six (23-01-2006) Number 122 drawn up before AULIA TAUFANI, Sarjana
Ministry of Law and Human Right of the Republic of Indonesia dated the fifteenth day of February two thousand six (15-02-2006)
number: C-04216.HT.01.04.TH.2006;
– deed dated the fifth day of May two thousand six (05-05-2006) Number 31 drawn up before SUTJIPTO, Sarjana Hukum, Notary,
practicing in Jakarta, which notice thereof was already received and registered in Database of Corporate Body Administration System of
Directorate General of General Legal Administration of Ministry of Law and Human Right of the Republic of Indonesia dated the second
day of June two thousand six (02-06-2006) number: C-16129.HT.01.04.TH.2006;
– deed dated the twenty-first day of September two thousand six (21-09-2006) Number 129 drawn up before
113
AULIA TAUFANI, Sarjana Hukum, in those day substituting SUTJIPTO, Sarjana Hukum, Notary, practicing in Jakarta, which notice
thereof was already received and registered in Database of Corporate Body Administration System of Directorate General of General
Legal Administration of Ministry of Law and Human Right of the Republic of Indonesia dated the fifth day of October two thousand six
(5-10-2006) number: W7-HT.01.04-1787;
– deed dated the ninth day of November two thousand six (21-09-2006) Number 38 drawn up before AULIA TAUFANI, Sarjana Hukum,
in those day substituting SUTJIPTO, Sarjana Hukum, Notary, practicing in Jakarta, which notice thereof was already received and
registered in Database of Corporate Body Administration System of Directorate General of General Legal Administration of Ministry of
Law and Human Right of the Republic of Indonesia dated the twenty-eighth day of November two thousand six (28-11-2006) number:
W7-HT.01.04-4134;
15.2 The main business activity of the issuer that be to organize the network and services of telecommunication and informatics.
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15.3 On the signing date of Sukuk Ijarah Trust Agreement, the composition of Board of Director and Commissioners Board of the Issuer shall be as
follows:
– Vice President Director : Mr. KAIZAD BOMI HEERJEE;
– Director : Mr. JOHHNY SWANDI SYAM;
– Director : Mr. WAHYU WIJAYADI;
– Director : Mr. WITYASMORO SIH HANDAYANTO;
– Director : Mr. RAYMOND TAN KIM MENG;
– Director : Mr. JOSEPH CHAN LAM SENG;
– Director : Mr. SULISTYO WIMBO SOSODORO HARDJITO;
COMMISSIONERS BOARD:
– Commissioner : Mr. PETER SEAH LIM HUAT;
– Commissioner : Mr. LEE THENG KIAT;
– Commissioner : Mr. SIO TAT HIANG;
– Commissioner : Mr. SUM SOON LIM;
– Commissioner : Mr. ROES ARYAWIJAYA;
– Commissioner : Mr. SETYANTO PRAWIRA SANTOSA;
– Independent Commissioner : Mr. LIM AH DOO;
– Independent Commissioner : Mrs. FARIDA EVA RIYANTI HUTAPEA;
– Independent Commissioner : Mr. SOEPRAPTO;
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15.4 The Declaration on Registration of Sukuk Ijarah Issue and the amendment thereto as will be submitted to BAPEPAM-LK and the Prospectus as well
be circulated do not contain the incorrect particulars on material fact and do not fail to mention the important fact that must be incorporated or
required to be incorporated in order that particulars therein are not misleading as well as the Prospectus preparation must fulfill the requirements
stipulated by the Chairman of BAPEPAM-LK.
15.5 The Issuer has proposed and obtained all important permits and consents required to own and control its assets and can run its business and activities
as it is performing as well as according to its knowledge the Issuer does not breach or violate or fails to fulfill a legislation or important permit
required thereby possibly affecting materially the Issuer’s business activity or part of assets.
15.6 The Issuer on the date of signing of the Sukuk Ijarah Trust Agreement is not involved in a case both civil and criminal, or arbitration or
administrative case that may significantly affect its ability to perform its obligations pursuant to Sukuk Ijarah Trust Agreement.
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15.7 The signing of Document of Issue in connection with the Issue of Sukuk Ijarah will not in contravention of or is not a violation of the terms and
conditions and/or is not the negligence pursuant to loan agreement, security right or other agreement or document where the Issuer is the party
thereto on the date of signing of Sukuk Ijarah Trust Agreement or based on the articles of association of the Issuer and upon the knowledge of the
Issuer, other legislation prevailed in Indonesia and apply to the Issuer or the binding final judgment of the competent court of Indonesia or
governmental body of the Republic of Indonesia issued for the Issuer having the significant influence to the Issuer’s business.
15.8 Except the obligations as and so long it is indicated in annual financial statement for the year ended on the thirty-first day of December two
thousand six (31-12-2006) audited by Office of Public Accountant Purwantono, Sarwoko & Sandjaja or notified in writing by the Issuer to Sukuk
Trustee, the Issuer on the date of signing of Sukuk Ijarah Trust Agreement does not have other material obligations or a conditional obligation other
than the obligations arising in the frame of running the Issuer’s normal business and the obligations relating to Sukuk Ijarah.
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15.9 All Documents of Issue and all documents relating the Document of Issue, where the Issuer becomes a party, are already made accordingly by the
Issuer pursuant to the requirements of the prevailing legislation as well as already signed accordingly on behalf of the Issuer and the valid obligation
binding the Issuer which implementation is executable in accordance with the requirements, unless limited by the legislation prevailed in Indonesia.
15.10 The issue of Sukuk Ijarah has been approved accordingly pursuant to the Issuer’s articles of association and the prevailing legislation, and Sukuk
Ijarah is the valid obligation binding the Issuer which implementation is executable according to its requirements.
15.11 The person signing Sukuk Ijarah Trust Agreement and other agreements relating to Issue of Sukuk Ijarah on behalf of the Issuer shall be that being
entitled and fully authorized to sign the above agreements.
15.12 As far as the Issuer knows, all financial statements already and/or will be given by the Issuer to Sukuk Trustee describe and indicate thoroughly and
correctly the Issuer’s financial condition and assets.
15.13 The Issuer hereby releases Sukuk Trustee from all responsibilities in connection with the representation and warranty provided by the Issuer in
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15.14 That the type of business, goods product, service rendered, managed assets, agreement and method of Issuer management are conducted under
Syariah principles in Capital Market and it is ensured that the period of Sukuk Ijarah, the business activity underlying the issue of Sukuk Ijarah will
not in contravention of Syariah principles at Capital Market.
Article 16
NOTICE
16.1 All notices from one party to other party in Sukuk Ijarah Trust Agreement are considered already served validly and accordingly if signed by the
competent party and delivered to the addresses hereinbelow through the registered mail or hand delivered against receipt or telex.
ISSUER:
Name : PT INDOSAT, Tbk;
Address : Jalan Medan Merdeka Barat Number: 21

Jakarta 10110.
Telephone : (021) 30003001;
Facsimile : (021) 3809833;
Attention : Board of Directors
SUKUK TRUSTEE :
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Name : PT BANK RAKYAT INDONESIA (PERSERO) Tbk.
Address : Desk Investment Banking – Treasury Division,
BRI Building, 3rd Floor,

Jalan Jenderal Sudirman Number: 44-46,
Jakarta 10210.
Telephone : (021) 570-9060 Ext. 2371 and 250-0124
Facsimile : (021) 251-1647;
Attention : Head of Treasury Division/Head of Desk Investment

Banking.
16.2 In case of change of address of one of the parties the party whose address is changed shall notify other party at the latest 5 (five) Working Days as of
the change of address.
Article 16
MISCELLANEOUS
17.1 Sukuk Ijarah Trust Agreement shall become effective as of the date of signing of this deed, provided that the rights and obligation of the parties
arising as of Date of Issue until the entire Ijarah Fee is repaid and all obligations of Sukuk Trustee and Issuer are completed.
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17.2 Sukuk Ijarah Trust Agreement shall not be amended and/or added both entirely and partially, except such amendment and/or addition are made in
writing signed by the Issuer and Sukuk Trustee and upon the notice to BAPEPAM-LK without prejudice other provision in Sukuk Ijarah Trust
Agreement.
17.3 If one of the parties fails to fulfill accordingly the obligation arising from Sukuk Ijarah or pursuant to Sukuk Ijarah Trust Agreement, other
agreements or documents prepared or issued in connection with the issue of Sukuk Ijarah, such party shall be considered fails to perform its
obligations just by the lapse of the time and thereby no evidence and/or other particulars shall be required in any form whatsoever in view of the
provision of Article 12 of Sukuk Ijarah Trust Agreement.
17.4 Sukuk Ijarah Trustee Certificate on total Rest of Ijarah Fee and/or Ijarah Fee Installment as well as other sum of money which at any time is payable
by the Issuer to Sukuk Ijarah Holder shall be the evidence on Ijarah Fee without prejudice the rights of the Issuer to prove that the actual sum to be
paid by the Issuer is less than the sum stipulated by the Sukuk Trustee. In the event of difference of calculation of the obligation of payment of the
Issuer, the Sukuk Trustee together with the Issuer will make the recalculation.
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17.5 Sukuk Ijarah Trust Agreement shall be valid for as well as bind the parties as well as the successor(s) of the respective party.
17.6 Unless provided otherwise in Sukuk Ijarah Trust Agreement, if the dates stipulated for the payment of Ijarah Fee Installment or total Rest of Ijarah
Fee fall not on the Stock Exchange day, the payment shall be made on the following Stock Exchange Day.
17.7 The expenses to prepare Sukuk Ijarah Trust Agreement, other agreements and documents relating to or in connection with the Issue where the Issuer
becomes the party thereto shall be borne and paid by the Issuer.
17.8 Sukuk Ijarah Trust Agreement shall be the final agreement and covenant reached by the parties thereto relating to the matters performed in Sukuk
Ijarah Trust Agreement, and therefore Sukuk Ijarah Trust Agreement supersedes all agreements, covenants and commitments already made by the
parties prior to the execution of Sukuk Ijarah Trust Agreement both orally and in writing, directly or indirectly, pertaining the matters performed in
17.9 Sukuk Ijarah Trust Agreement and the implementation thereof shall be subjected to and construed in accordance with the provision of the Acts and
Law of the Republic of Indonesia.
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Article 18
DISPUTE SETTLEMENT
18.1 The parties shall make effort to settle on amicable basis all disputes or difference of opinion arising from or relating to Sukuk Ijarah Trust
Agreement. In the event the dispute or difference of opinion cannot be settled on amicable basis within the period of 30 (thirty) Calendar
Days as of the date of notice from one of the parties on such dispute (“Grace Period”), such dispute or difference of opinion shall be settled
through National Syariah Arbitration Board (“BASN”) applying Regulation and Agenda of BASN and subjected to Law Number 30 of 1999
(one thousand nine hundred ninety nine) on Arbitration and Alternative Dispute Settlement (“Law on Arbitration”) together with all
amendments thereof unless expressly stipulated otherwise in Sukuk Ijarah Trust Agreement.
18.2 The parties agree that the arbitration shall be conducted in the manner as follows:
(i) The arbitration process shall be conducted in Jakarta, Indonesia and in Indonesian Language;
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(ii) The arbitrator performing the arbitration process shall be the arbitration council consisting of 3 (three) arbitrators, which at least 1 (one)
arbitrator is the legal consultant already registered with BAPEPAM-LK as the supporting profession in Capital Market (if any);
(iii) The appointment of the arbitrator shall be made at the latest 30 (thirty) Calendar Days as of the end of the Grace Period. The respective
disputing party shall appoint one arbitrator.
(iv) Within not later than 14 (fourteen) Calendar Days as well as the appointment of both arbitrators by the respective parties, those two
arbitrators shall be obliged to appoint and choose the third arbitrator who will act as the Chief of Arbitration Council.
(v) In case of failure to attain the agreement in the appointment of the third arbitrator, the selection and appointment thereof shall be
conveyed to the Chairman of BASN in accordance with the Regulation and Agenda of BASN;
(vi) The Arbitrator Council shall examine the case and dispute based on the provisions and
124
interpretation pursuant to the Law of Indonesia as well as the aim and objective of Sukuk Ijarah Trust Agreement;
(vii) The judgment of the arbitration council shall be final, binding and has the permanent force of law for the disputing parties and executed
by the parties. The parties agree and promise not to claim nor cancel the judgment of the said BASN arbitration council before the court
or any place wheresoever;
(viii) To execute such judgment of BASN arbitration, it shall be performed in the permanent domicile (legal domicile) in the Registrar Office
of District Court of Central Jakarta in Jakarta;
(ix) All expenses arising in connection with the arbitration process shall be borne by the respective parties;
(x) All rights and obligations of the parties hereunder shall continue to be valid during the continuation of the arbitration process.
– The appearers declare hereby to ensure the truth of the identities of them in accordance with the identity card produced to me, Notary and be fully responsible
for the same and furthermore the appearers also declare that they already understand and apprehend the content of this deed.
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IN WITNESS WHEREOF
– This deed is made as minute and read out as well as signed in Jakarta on the day and date as mentioned at the preamble hereof in the presence of:
1. – Mrs. INDAH FATMAWATI, Sarjana Hukum, born in Jakarta, dated 28-07-1959 (twenty-eighth day of July one thousand nine hundred fifty
nine), Indonesian National, residing in South Jakarta, Tebet Timur Dalam VI K/4, Rukun Tetangga 003, Rukun Warga 006, Village of Tebet Timur,
Sub-district of Tebet.
– Holder of Identity Card Number: 09.5007.680759.0199.
2. – Mrs. SITI RUMANDANG BULAN LUBIS, Sarjana Hukum, Magister of Notary, born in Medan, dated 31-01-1978 (thirty-first day of January
one thousand nine hundred seventy eight), Indonesian National, residing in East Jakarta, Jalan Cemara F/43, CJT II, Rukun Tetangga 004, Rukun
Warga 004, Village of Gedong, Sub-district of Pasar Rebo.
– Holder of Identity Card Number: 09.5406.710178.8501.
both are assistants to Notary, as witnesses.
Remembering that this deed is already discussed before by the parties accordingly, only its outline or summary thereof is read out by me, Notary to the appearers
and witnesses, and then this deed was immediately signed by the appearers, witnesses and me, Notary.
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– Done with three deletions with substitutions.
– The original hereof is duly signed.
ISSUED AS TENOR.
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Letter Head of Indosat
PT Bank Rakyat Indonesia (Persero) Tbk

Trustee of Indosat Sukuk Ijarah II Year 2007
in Jakarta
Subject: Declaration of Acceptance of Fund for Public Offer of Indosat Sukuk Ijarah II Year 2007 (“Sukuk Ijarah II”) and The Use of Sukuk Ijarah II Fund
Dear sir,
PT Indosat Tbk hereby declares that:
1. On the date […] namely Date of Issue we have received all fund resulted from the Public Offer of Sukuk Ijarah II after less by issue expenses namely
among others fee of issue underwriting service to the amount […].
2. As per the date of this letter, we have commenced to use part of the fund resulted from Sukuk Ijarah II Public Offer pursuant to the provision of Use of
Fund of Public Offer Yields in Trust Agreement and in accordance with the Prospectus of Sukuk Ijarah II Offer, namely for […].
This is made in connection with the Public Offer of Sukuk Ijarah II and Sukuk Ijarah II Trust Agreement.
128
Jakarta, [date]
Sincerely yours,
PT Indosat Tbk
Name :
Title :
Cc:
1. Chairman of BAPEPAM-LK;
2. Head of Bureau of PKP of Bapepam-LK Service Sector;
3. Board of Directors of Surabaya Stock Exchange;
4. Board of Directors of PT Kustodian Sentral Efek Indonesia.
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Exhibit 15.6
CREDIT AGREEMENT
- Number : 75.-
- At 17.00 (seventeen) West Indonesia Time.
- On this day, Tuesday, 28-08-2007 (twenty-eighth of August two thousand and seven).
- Appeared before me, Mrs. POERBANINGSIH ADI WARSITO, Sarjana Hukum, Notary in Jakarta, in the presence of witnesses known to me, Notary, and
whose names shall be mentioned at the end of this deed:
I. Mrs. DHALIA ARIOTEDJO, born in Slangor, on 15-12-1957 (fifteenth of December one thousand nine hundred and fifty seven), Indonesian Citizen,
Director of the Company to be mentioned below, residing in South Jakarta, at Jalan Anggur III/30 B, Neighborhood Ward 012, Neighborhood Block 006,
Cipete Selatan Sub-district, Cilandak District.
Holder of Identity Card number : 09.5306.551257.0526.
According to her statement in this matter acting :
a. In her aforementioned capacities.
b. By virtue of the power of attorney privately drawn up dated 28-08-2007 (twenty-eighth of August two thousand and seven) Number :
288/ST/DIR/2007, duly stamped and the original of which was presented to me, Notary, from and therefore, for and on behalf as well as lawfully
representing:
Mister ANTONY BRENT ELAM, Director of the Company to be mentioned below, residing in Jakarta.
Attorney and principal of which in this matter represented.
Respectively acting in their aforementioned capacities therefore jointly representing the Board of Directors of and therefore acting for and on behalf
of as well as lawfully representing PT BANK CENTRAL ASIA Tbk, domiciled and having its registered office in Jakarta, the articles of association
of which and the amendments thereto have been announced in the Official Gazette of the Republic of Indonesia consecutively :
- on 14-04-2000 (fourteenth of April two thousand) number : 30, Supplement number : 1871;
- on 10-07-2001 (tenth of July two thousand and one) number : 55, Supplement number : 273;
- on 04-09-2001 (fourth of September two thousand and one) number : 71, Supplement number : 345;
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- on 25-06-2002 (twenty-fifth of June two thousand and two) number : 51, Supplement number : 438;
- on 23-08-2002 (twenty-third of August two thousand and two) number : 68, Supplement number : 602;
- on 18-02-2003 (eighteenth of February two thousand and three) number : 14, Supplement number : 132;
The Articles of Association of which are then amended under the deeds:
- dated 10-10-2002 (tenth of October two thousand and two) number : 7; and
- dated 06-11-2002 (sixth of November two thousand and two) number : 8;

both were drawn up before HENDRA KARYADI, Sarjana Hukum, Notary in Jakarta, report of the amendment to the deed number : 8 has been
received and registered by the Ministry of Justice and Human Rights of the Republic of Indonesia the Directorate General of General Law
Administration, under its letter dated 08-11-2002 (eighth of November two thousand and two) Number : C-21837.HT.01.04.TH.2002.
Page 3 of 70
- dated 08-01-2003 (eighth of January two thousand and three) number : 1, drawn up before MERCIANA SIDHARTA, Sarjana Hukum, at
that time the substitute of HENDRA KARYADI, Sarjana Hukum, Notary in Jakarta, the reporting of amendment deed of which has been
received and registered by the Ministry of Justice and Human Rights of the Republic of Indonesia the Directorate General of General Law
Administration, under its letter dated 16-01-2002 (sixteenth of January two thousand and two) Number : C-00850 HT.01.04.TH.2003;
- dated 13-06-2003 (thirteenth of June two thousand and three) number : 21, drawn up before HENDRA KARYADI, Sarjana Hukum, Notary
in Jakarta, the reporting of amendment deed of which has been received and registered by the Ministry of Justice and Human Rights of the
Republic of Indonesia the Directorate General of General Law Administration, under its letter dated 19-06-2003 (nineteenth of June two
thousand and three) Number : C-14026 HT.01.04.TH.2003;
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- dated 15-12-2003 (fifteenth of December two thousand and three) number : 19, drawn up before HENDRA KARYADI, Sarjana Hukum,
Notary in Jakarta, the reporting of amendment deed of which has been received and registered by the Ministry of Justice and Human Rights
of the Republic of Indonesia the Directorate General of General Law Administration, under its letter dated 18-12-2003 (eighteenth of
December two thousand and three) Number : C-29489.HT.01.04.Th.2003; and
- dated 08-01-2004 (eighth of January two thousand and four) number : 4, drawn up before HENDRA KARYADI, Sarjana Hukum, Notary in
Jakarta, the reporting of amendment deed of which has been received and registered by the Ministry of Justice and Human Rights of the
Republic of Indonesia the Directorate General of General Law Administration, under its letter dated 15-01-2004 (fifteenth of January two
thousand and four) Number : C-01121.HT.01.04.TH.2004.
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- PT BANK CENTRAL ASIA Tbk, hereinafter referred to as :
BCA.
I. Mr. JOHNNY SWANDI SJAM, born in Jakarta, on 15-08-1960 (fifteenth of August one thousand nine hundred and sixty), Indonesian
Citizen, the President Director of the company to be mentioned below, residing in East Jakarta, at Jalan Pulo Asem I number : 10,
Neighborhood Ward 003, Neighborhood Block 001, Jati Sub-district, Pulo Gadung District.
- Holder of Identity Card number : 09.5402.150860.0425.
- According to his statement in this matter acting in his aforementioned capacity, therefore representing the Board of Directors, while in order
to take the legal action herein according to his statement has obtained the approval from the Board the Commissioners of the Company, all
of the foregoing as described in the Circular Resolution of the Board
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of Commissioners of PT Indosat Tbk In Lieu of The Board of Commissioners Meeting privately drawn up dully stamped dated 12-03-2007
(twelfth of March two thousand and seven) Number : 01/12-03-07 the original of which was presented to me, Notary, from and therefore for
and on behalf of as well as lawfully representing PT INDOSAT Tbk, domiciled in Jakarta the articles of association of which have been
changed several time under :
- deed dated 08-03-2004 (eighth of March two thousand and four) number : 7, drawn up before me, Notary, report of the amendments to the
articles of association of which has been received and registered in the Database of Sisminbakum (Administrative System for Legal Entities)
the Directorate General of General Law Administration of the Ministry of Justice and Human Rights of the Republic of Indonesia dated
08-03-2004 (eighth of March two thousand and four) number : C-05582 HT.01.04.TH.2004;
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- deed dated 30-09-2004 (thirtieth of September two thousand and four) number : 145, drawn up before AULIA TAUFANI, Sarjana Hukum,
at that time the substitute of SUTJIPTO, Sarjana Hukum, Notary in Jakarta, which has obtained approval from the Ministry of Justice and
Human Rights of the Republic of Indonesia under its letter dated 02-12-2004 (second of December two thousand and four) number :
C-29270 HT.01.04.TH.2004 and report of the amendments to the articles of association of which has been received and registered in the
Database Sisminbakum (Administrative System for Legal Entities) the Directorate General of General Law Administration of the Ministry
of Justice and Human Rights of the Republic of Indonesia dated 08-12-2004 (eighth of December two thousand and four) number : C-29786
HT.01.04 TH.2004;
- deed dated 24-12-2004 (twenty-fourth of December two thousand and four) number : 141, drawn up before AULIA TAUFANI, Sarjana
Hukum, at that time the substitute of SUTJIPTO, Sarjana Hukum, Notary in Jakarta, the deed
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of which its notification has been received and registered in the Database of Sisminbakum (Administrative System for Legal Entities) the
Directorate General of General Law Administration of the Ministry of Justice and Human Rights of the Republic of Indonesia dated
04-01-2005 (fourth of January two thousand and five) number : C-00088 HT.01.04.Th.2005;
- deed dated 14-01-2005 (fourteenth of January two thousand and five) number : 79, drawn up before AULIA TAUFANI, Sarjana Hukum, at
that time the substitute of SUTJIPTO, Sarjana Hukum, Notary in Jakarta, report of the amendments to its articles of association has been
received and registered in the Database of Sisminbakum (Administrative System for Legal Entities) the Directorate General of General Law
Administration of the Ministry of Justice and Human Rights of the Republic of Indonesia dated 04-02-2005 (fourth of February two
thousand and five) number : C-03065 HT.01.04.TH.2005;
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- dated 28-04-2005 (twenty-eighth of April two thousand and five) number : 150, drawn up before AULIA TAUFANI, Sarjana Hukum, at
that time the substitute of SUTJIPTO, Sarjana Hukum, Notary in Jakarta, the deed of which its notification has been received and registered
in the Database of Sisminbakum (Administrative System for Legal Entities) of the Directorate General of General Law Administration of the
Ministry of Justice and Human Rights of the Republic of Indonesia dated 19-05-2005 (nineteenth of May two thousand and five) number :
C-13673 HT.01.04.TH.2005;
- dated 22-07-2005 (twenty-second of July two thousand and five) number : 157, drawn up before AULIA TAUFANI, Sarjana Hukum, at that
time the substitute of SUTJIPTO, Sarjana Hukum, Notary in Jakarta, the deed of which its notification has been received and registered in
the Database of Sisminbakum (Administrative System for Legal Entities) the Directorate General of General Law Administration of the
Ministry of Justice and Human Rights of the Republic of Indonesia dated 08-08-2005 (eighth of August two thousand and five) number :
C-21968 HT.01.04.TH.2005;
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- dated 21-10-2005 (twenty-first of October two thousand and five) number : 145, drawn up before AULIA TAUFANI, Sarjana Hukum, at
in the Database of Sisminbakum (Administrative System for Legal Entities) the Directorate General of General Law Administration of the
Ministry of Justice and Human Rights of the Republic of Indonesia dated 02-12-2005 (second of December two thousand and five) number :
C-32142. HT.01.04.TH.2005;
in the Database of Sisminbakum (Administrative System for
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Legal Entities) the Directorate General of General Law Administration of the Ministry of Justice and Human Rights of the Republic of
Indonesia dated 16-12-2005 (sixteenth of December two thousand and five) number : C-33508. HT.01.04.TH.2005;
- dated 23-01-2006 (twenty-third of January two thousand and six) number : 122, drawn up before AULIA TAUFANI, Sarjana Hukum, at
Ministry of Justice and Human Rights of the Republic of Indonesia dated 15-02-2006 (fifteenth of February two thousand and six) number :
C-04216. HT.01.04.TH.2006;
- dated 05-05-2006 (fifth of May two thousand and six) number : 31, drawn up before SUTJIPTO, Sarjana Hukum, Notary in Jakarta, the
deed of which its notification has been received and registered in the Database of Sisminbakum
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(Administrative System for Legal Entities) the Directorate General of General Law Administration of the Ministry of Justice and Human
Rights of the Republic of Indonesia dated 02-06-2006 (second of June two thousand and six) number : C-16129. HT.01.04.TH.2006;
- dated 21-09-2006 (twenty-fist of September two thousand and six) number : 129, drawn up before AULIA TAUFANI, Sarjana Hukum, at
Ministry of Justice and Human Rights of the Republic of Indonesia dated 05-10-2006 (fifth of October two thousand and six) number :
W7-HT.01.04-1787;
- dated 09-11-2006 (ninth of November two thousand and six) number : 38, drawn up before AULIA TAUFANI, Sarjana Hukum, at that time
the substitute of SUTJIPTO, Sarjana Hukum, Notary in Jakarta, the deed of which its notification
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has been received and registered in the Database of Sisminbakum (Administrative System for Legal Entities)the Directorate General of
General Law Administration of the Ministry of Justice and Human Rights of the Republic of Indonesia dated 28-11-2006 (twenty-eighth of
November two thousand and six) number : W7-HT.01.04-4134;
The last composition of the Board of Directors and the Board of Commissioners as set forth in the deed dated 05-06-2007 (fifth of June two thousand and
seven) number : 17, drawn up before AULIA TAUFANI, Sarjana Hukum, at that time the substitute of SUTJIPTO, Sarjana Hukum, Notary in Jakarta.
PT INDOSAT Tbk hereinafter referred to as :
DEBTOR
BCA and DEBTOR hereby agree to enter into a Credit Agreement under the following terms and conditions :
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Article 1
DEFINITIONS
For the purpose of this agreement, the following terms shall be defined as follows:
Permitted Collateral and Security shall be :
(i) The existing Collateral and Security given by DEBTOR or Subsidiary Company, provided that if such assets used as Collateral or Security object have
been relinquished as security, therefore such assets can be bound again as Collateral and Security for the purpose of any party other than BCA;
(ii) Collateral and Security provided for bid or depository process or for securing the payment of import duty tax or rental;
(iii) Collateral and Security provided for securing specified obligations in relation to the account receivables of DEBTOR and its Subsidiary which is
commonly conducted in their daily respective business;
(iv) Collateral and Security in relation to the allocation for payable taxes;
(v) Collateral and Security for financing assets procurement through the credit in general, export credit or supplier as well as vendor financing or financial
lease, in which the aforementioned assets shall become Collateral and Security objects for such financing; and
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(vi) Collateral and Security provided in the context of financing the implementation of cooperation project between DEBTOR or Subsidiary and other party in
which such project financing is provided by other party (including the party with whom the DEBTOR and Subsidiary cooperates).
Subsidiary Company shall be companies :
(a) the shareholding of which either directly or indirectly is controlled by DEBTOR by at least 50% (fifty percent) of total shares issued in the relevant
company; and
(b) the financial statements of which is consolidated with DEBTOR in accordance with the financial accounting standard statements applicable in Indonesia;
Credit Facility Withdrawal Period shall be a period in which the DEBTOR is allowed to withdraw the credit facility extended by BCA.
Credit Facility shall be investment credit facility approved by BCA to be extended to the DEBTOR as set forth in article 2 of the Credit Agreement based on the
terms and requirements thereof.
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Business Day shall be the days on which the BCA branch office where the Credit Facility is administered opens and conducts banking service for the public.
JIBOR or Jakarta Inter Bank Offered Rate shall be interest rate in Jakarta interbank money markets as published by Reuters in the Reuters Interest Rate Monitor
Service (Reuters Screen) at 11.00 morning of local time, 3 (three) business days prior to the commencement of an Interest Period, indicating interest rate inter
primary bank(-s) in Jakarta becoming a reference in determining loan interest rate in Rupiah currency for a-3 (three)-month period and for the purpose of this
Credit Agreement, the JIBOR interest rate up to the number of 1/1,000 (one per mile) shall be rounded.
Event of Default shall be any act or event as referred to in article 14 of the Credit Agreement.
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Underwriting shall be underwriting extended by DEBTOR for securing anything payable by Indosat International Finance Company BV in relation to the
issuance of promissory notes on behalf of Indosat International Finance Company BV or other companies specifically established for the purpose of issuing
promissory notes, under the following terms and conditions :
- DEBTOR shall not violate financial ratio as set forth in article 12 sub-article j of the Credit Agreement; and
- DEBTOR’s obligations related to the Underwriting shall have equal position (paripassu) and shall be related to the cross default with the
DEBTOR’s obligations against BCA based on the Credit Agreement.
Interest Period shall be a period in which the interest rate and interest calculation is applicable namely, every 3 (three) months under the conditions as follows :
(i) the calculation of first Interest period shall be commenced as from the date of the first Credit Facility withdrawal and ended at the same date of the
next 3 (three) months;
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(ii) the subsequent Interest Period calculation shall be commenced as from the expiry of previous Interest Period and ended at the same date of the next
3 (three) months; and
(iii) the final Interest Period calculation shall be commenced as from the expiry of previous Interest Period and ended up to the payment date of the final
principal Loan installment.
Credit Agreement shall be the agreement set forth herein including all extensions, amendments and/or additions.
Interest Payment Date shall the date when the DEBTOR shall be obligated to pay the interest namely, each last date of an Interest Period.
Debt shall be all amount of money payable by the DEBTOR at a certain time to BCA under the Credit Agreement, including the amount of the principal loan,
interest, provisions, penalty, charges and/or other obligations under the Credit Agreement.
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Article 2
AMOUNT AND PURPOSE OF THE USE OF CREDIT FACILITY
2.1. With due observance of the terms and conditions of the Credit Agreement, BCA agrees to extend Credit Facility to the DEBTOR in the form of Investment
Credit Facility, up to a maximum amount of Rp. 1,600,000,000,000.00.- (one trillion six hundred billion Rupiah).
2.2. The DEBTOR hereby agrees with the amount of the aforementioned Credit Facility extension.
2.3. The aforementioned Credit Facility shall be used for :
a. repaying the DEBTOR’s debt to syndication creditors consisting of PT Bank Mandiri (Persero) Tbk., PT Bank Negara Indonesia (Persero) Tbk., and
BCA arising out of Syndication Loan Agreement dated 02-10-2003 (second of October two thousand and three) number : 12, drawn up before
Mrs. RINI YULIANTI, Sarjana Hukum, Candidate Notary, at that time acting as a substitute of me, Notary, which has been amended several times,
as last amended by the Deed of Second Amendments to the Syndication Loan Agreement dated 17-01-2006 (seventeenth of January two thousand
and six) number : 17, drawn up before me, Notary; and
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b. financing of DEBTOR’s capital expenditure for the telecommunication service business;
DEBTOR shall be responsible for the compliance with the use of the aforementioned Credit Facility.
Article 3
PERIOD OF CREDIT FACILITY WITHDRAWAL
3.1. With due observance of terms and conditions of the Credit Agreement, the period of Credit Facility Withdrawal shall be as from 28-08-2007
(twenty-eighth of August two thousand and seven) and ended at 28-10-2007 (twenty-eighth of August two thousand and seven).
3.2. After the Period of Credit Facility Withdrawal as set forth in article 3.1 expires, BCA shall no longer be obligated to extend Credit Facility to the
DEBTOR.
3.3. In the event that the Period of Credit Facility Withdrawal has been expired and BCA at its own discretion has approved the extension of such Credit
Facility Withdrawal Period, however deed of amendments to Credit Agreement regarding the aforementioned extension cannot be signed yet, therefore
BCA shall send extension notification letter on the Credit Facility Withdrawal Period (Notification Letter) applicable for a period set forth in the
Notification Letter.
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Credit Facility withdrawn during the period set forth in the Notification Letter shall constitute Debtor’s Loan subject to the terms and conditions of the
Credit Agreement.
DEBTOR shall also agree to, in the event after the delivery of Notification Letter BCA then agrees to further extend the Credit Facility, hereby bind itself
to sign the amendment date to the Credit Agreement concerning the further extension of such Credit Facility Withdrawal Period.
Notification Letter shall be an integrated and inseparable part of this Credit Agreement.
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Article 4
INTEREST AND PROVISIONS
4.1. Upon each payable money loan based on the Credit Agreement, the DEBTOR shall be obligated to pay an interest of :
- 9.75% (nine point seventy-five percent) per annum, which shall be fixed for the first 1 (one) year;
- 10.50% (ten point fifty percent) per annum, which shall be fixed for the second 1 (one) year;
- JIBOR plus 1.5% (one point five percent) per annum, which shall be applicable for the third year up to the fifth year.
calculated based on the amount of Credit Facility which has been withdrawn and has not been repaid by the DEBTOR.
4.2. Interest calculations shall be conducted on a daily basis based on a fixed denominator of 360 (three hundred and sixty) days a year, and shall be completely
paid to the BCA on the Interest Payment date, by debiting the DEBTOR’s account in BCA or by other methods agreed by the parties, provided that the
Interest Payment Date shall not exceed the date in which the Credit Facility must be paid fully.
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4.3. In relation to the use of interest rate reference at the third, fourth and fifth year, the DEBTOR shall agree that if JIBOR is not available completely or in
full details, therefore BCA shall review the interest rate formula stipulated in the Credit Agreement, including the reference of interest rate or margin
without approval of the DEBTOR, under the following conditions :
(i) In case BCA shall exercise the rights of BCA concerned, BCA shall notify in writing the interest rate to be applied to the DEBTOR by a notification
letter constituting an integrated and inseparable part of the Credit Agreement (Notification Letter), provided that the DEBTOR may select to
conduct negotiation within a period of no more than 7 (seven) calendar days, as of the Notification Letter date;
(ii) If up to the expire of a period to conduct such negotiation an agreement has not been reached concerning the interest rate which shall be applicable
to the Credit Facility extended by BCA to the DEBTOR, therefore :
a. the applicable interest rate to the Credit Facility shall be in accordance with the interest rate stipulated by BCA up to the JIBOR interest rate
is available again; or
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b. DEBTOR shall have option to settle the Loan in a period of 60 (sixty) calendar days, as of the period to conduct negotiation as set forth in
point (i) above expires, provided that the interest rate applicable to the Credit Facility up to the Loan settlement shall be equal to the interest
rate stipulated by BCA as referred to in point a above, without accelerated payment penalty or fine.
4.4. Upon the Credit Facility extension, DEBTOR shall be obligated to pay to the BCA :
a. Provisions of 0.25% (zero point twenty-five percent) calculated from the extended amount of Credit Facility. The aforementioned
provisions must only be paid one time namely, at the first withdrawal date of Credit Facility.
b. Commitment Charges of 0.15% (zero point fifteen percent) calculated from the Credit Facility which is not withdrawn up to the Credit Facility
Withdrawal Period expires. The Commitment Charges must be paid on the expiration date of the Credit Facility Withdrawal Period.
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4.5. Payment of provisions can be made by debiting the DEBTOR’s account in BCA or other ways agreed by the parties.
4.6. For the purpose of conducting such account debiting, DEBTOR shall grant power of attorney to BCA as set forth in article 19.1 of the Credit Agreement.
4.7. In the event that the Interest Payment Date and/or provisions payment date falls not on a Business Day, then DEBTOR shall be obligated to provide funds
in its account in BCA for the purpose of the aforementioned interest and/or provisions payment on the previous Business Day.
4.8. If the Credit Agreement has been signed but the Credit Facility is not used by the DEBTOR or the Loan becomes mature due to the reasons set forth in
articles 14.2 and 18.3 of the Credit Agreement therefore BCA shall not be obligated to repay the DEBTOR the provisions has been paid by DEBTOR to
BCA.
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Article 5
LOAN EVIDENCE
Bookkeeping and records which have been and to be made by BCA constitute complete and conclusive evidences regarding the Loan and such evidences shall
bind the DEBTOR, except as otherwise proved.
Article 6
REQUIREMENTS FOR THE CREDIT FACILITY WITHDRAWAL
6.1. Credit Facility Withdrawal can be conducted by DEBTOR at every Business Day if the DEBTOR has met the following requirements :
a. DEBTOR has submitted to BCA :
- photocopy declared as a true copy of articles of association of the DEBTOR including the amendments thereto;
- other documents required by BCA, namely Taxpayer Register Number, Company Registration Certificate and business permits;
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- Data of shareholders (Articles of Association/Identity Card and Taxpayer Registration Number);
- Other documents reasonably requested for the administrative purpose.
b. There is no Event of Default which is currently in progress or an action or event causing an Event of Default or an action or event which following
to the notification or the lapse of time or both of them shall constitute an Event of Default.
c. Matters declared in the Statement as referred to in article 11of the Credit Agreement shall be correct and in accordance with the fact.
6.2. DEBTOR shall comply with special provisions regarding the method of Credit Facility withdrawal as follows :
1. DEBTOR shall submit an application for Credit Facility withdrawal by no later than 3 (three) Business Days prior to the Credit Facility withdrawal
planned;
2. Credit Facility Withdrawal shall be made within a Credit Facility Withdrawal Period as referred to in the provisions of article 3.1 of the Credit
Agreement.
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Article 7
DEBT REPAYMENT
7.1. Debt Repayment must be made by the DEBTOR in the similar currency to the Credit Facility extended by BCA and must be effectively received by the
branch office of BCA at Jalan Jenderal Sudirman Kaveling 22-23, Jakarta by no later than 14.00 hours (fourteen) local time in accordance with the
Attachment of List of Installment, namely on the same date as the Interest Payment Date and the last installment must be paid on the same date as the first
Credit Facility withdrawal date which falls 60 (sixty) months after that, provided that the schedule and amount of installment payment shall be as follows :
st
- On the 1 (first) Anniversary totaling 10% (ten percent) of principal amount of the Credit Facility;
nd
- On the 2 (second) Anniversary totaling 10% (ten percent) of principal amount of the Credit Facility;
rd
- On the 3 (third) Anniversary totaling 15% (fifteen percent) of principal amount of the Credit Facility;
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th
- On the 4 (fourth) Anniversary totaling 15% (fifteen percent) of principal amount of the Credit Facility;
th
- On the 5 (fifth) Anniversary totaling 50% (fifty percent) of principal amount of the Credit Facility;
7.2. If the Debt repayment date falls not on the Business Day therefore the DEBTOR shall be obligated to provide funds in its account in BCA for such
repayment purpose on the previous Business Day.
7.3. Debt Repayment received by BCA before 14.00 hours (fourteen) of local time shall be deemed as has been received by BCA on the next Business Day.
Article 8
PENALTY
8.1. If the DEBTOR is negligent to pay the Debt due to any reason whatsoever on the maturity date the DEBTOR shall be obligated to pay a penalty on the
amount failed to be paid as from the date of such failure up to the date on which the full payment is made in the amount of 2% (two percent) per annum
above the applicable interest rate.
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8.2. The aforementioned penalty calculation shall be made in daily basis based on a fixed denominator of 360 (three hundred and sixty) days a year.
Article 9
SPECIAL PROVISIONS
9.1. The DEBTOR may repay a portion of or the entire payable amount prior to its maturity as set forth in the List of Installment, without subject to penalty, by
observing the following provisions :
a. Such payment shall be made after the Credit Facility has been for 2 (two) years period;
b. The DEBTOR shall give prior written notice to BCA by no later than 7 (seven) Business Days of its plan to make an accelerated repayment, by
mentioning the amount and payment date to be made.
c. The aforementioned notice cannot be cancelled by the DEBTOR;
d. The amount that has been repaid cannot be refunded or reused under any reasons whatsoever.
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9.2. For accelerated repayment made within a period of less than 2 (two) years as from the Credit Facility, the DEBTOR shall be obligated to reimburse nd
all BCA losses related to the expenses which is reasonably and normally spent by BCA in relation to the provisions of fixed interest up to the 2
(second) year, the amount of which shall be calculated by BCA at the time of the settlement plus penalty of 2% (two percent) of the settled amount.
9.3. In the event of any change in interest rate and/or partial accelerated repayment and/or repayment delay, BCA shall recalculate the amount of principal
installment and interest payment which must be paid by DEBTOR to BCA, and therefore BCA shall issue a new List of Installment in lieu of an old List of
Installment. The aforementioned list(-s) shall constitute an integrated and inseparable part of the Credit Agreement.
The DEBTOR hereby declares its approval with the calculation made by BCA and shall comply with the payment amount which must be paid by the
DEBTOR to BCA as set forth in the aforementioned List of Installment.
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Article 10
SECURITY
This Credit Facility is not secured with special collateral in the form of goods or income or other assets owned by DEBTOR in any form whatsoever as well as
not secured by any party whatsoever, but secured under all DEBTOR’s assets, either in the form of movable or immovable assets, either has been existed or to be
existed in the future, except assets of DEBTOR which under a particular way have been used as security against its creditors, becoming general security on all
DEBTOR’s debts to its all creditors which are not specifically secured or without privilege including this Credit Facility, with equal payment rate (paripassu) in
accordance with the provisions of articles 1131 and 1132 of the Indonesian Civil Code.
Article 11
REPRESENTATIONS
The DEBTOR hereby represents and warrants BCA concerning the accuracy of the following matters :
a. The DEBTOR has obtain all company’s approval required by the articles of association of the DEBTOR to obtain Credit Facility
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by BCA under the Credit Agreement (including the articles of association of the Board of Commissioners of the DEBTOR) and person(-s) appointed to
represent the DEBTOR to sign the Credit Agreement shall have rights and authorities to represent and sign the Credit Agreement and therefore the Credit
Agreement shall lawfully bind the DEBTOR.
b. The DEBTOR has permits required to carry out the DEBTOR’s business properly and hereby covenant to extend or renew the aforementioned permits at
its expiry date in case such extension or renewal is required by the applicable regulations.
c. At the date of the Credit Agreement, there is no civil case, state administrative case, tax claim, investigation as well as criminal case or dispute taking
place, threatening or may affecting the DEBTOR or DEBTOR’s assets, thus materially affecting the financial conditions and business of the DEBTOR or
may impede the DEBTOR’s ability to perform its obligations based on the Credit Agreement. With respect to this provisions, referred herein to as material
shall be a value equal to or more than 10% (ten percent) of DEBTOR’s income or 20% (twenty percent) of equity, whichever is lower.
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d. At the date of the Credit Agreement there is no event which constitutes an Event of Default and or an event which may become an Event of Default or an
event which by the lapse of time or following to the notification or both of them shall become an Event of Default.
e. All documents, data and statements which have been provided by the DEBTOR shall be correct and there are no documents, data and other statements
which are not informed to the DEBTOR which, based on reasonable assessment of BCA, if provided or informed by the DEBTOR to the BCA may affect
the decision of BCA in extending the Credit Facility.
f. In drawing up and implementing the Credit Agreement and or other Agreements related to the Credit Agreement, the DEBTOR shall not violate or act in
contrary to the applicable laws, government regulations, policies of the government, government guidelines or instructions, Court decision as well as
DEBTOR’s company articles of association or resulting in a default to any other agreement drawn up by the DEBTOR.
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g. At the signing of the Credit Agreement, the articles of association of the DEBTOR including its amendments shall include in :
- deed dated 08-03-2004 (eighth of March two thousand and four) number : 7, drawn up before me, Notary, report of amendments to the articles of
association of which has been received and registered in the Database of Sisminbakum (Administrative System for Legal Entities) of the Directorate
General of General Law Administration of the Ministry of Justice and Human Rights of the Republic of Indonesia dated 08-03-2004 (eighth of
March two thousand and four) number : C-05582 HT.01.04.TH.2004;
- deed dated 30-09-2004 (thirtieth of September two thousand and four) number : 145, drawn up before AULIA TAUFANI, Sarjana Hukum, at that
time the substitute of SUTJIPTO, Sarjana Hukum, Notary in Jakarta, which has obtained approval from the Ministry of Justice and Human Rights of
the Republic of Indonesia under its letter dated 02-12-2004 (second
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of December two thousand and four) number : C-29270 HT.01.04.Th.2004 and report of the amendments to its articles of association has been
received and registered in the Database of Sisminbakum (Administrative System for Legal Entities) of the Directorate General of General Law
Administration of the Ministry of Justice and Human Rights of the Republic of Indonesia dated 08-12-2004 (eighth of December two thousand and
four) number : C-29786 HT.01.04.TH.2004;
- deed dated 24-12-2004 (twenty-fourth of December two thousand and four) number : 141, drawn up before AULIA TAUFANI, Sarjana Hukum, at
that time the substitute of SUTJIPTO, Sarjana Hukum, Notary in Jakarta, the deed of which its notification has been received and registered in the
Database of Sisminbakum (Administrative System for Legal Entities) of the Directorate General of General Law Administration of the Ministry of
Justice and Human Rights of the Republic of Indonesia dated 04-01-2005 (fourth of January two thousand and five) number : C-00088
HT.01.04.TH.2005;
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- deed dated 14-01-2005 (fourteenth of January two thousand and five) number : 79, drawn up before AULIA TAUFANI, Sarjana Hukum, at that
time the substitute of SUTJIPTO, Sarjana Hukum, Notary in Jakarta, the report on the amendments to its articles of association of which has been
received and registered in the Database of Sisminbakum (Administrative System for Legal Entities) of the Directorate General of General Law
Administration of the Ministry of Justice and Human Rights of the Republic of Indonesia dated 04-02-2005 (fourth of February two thousand and
five) number : C-03065 HT.01.04.TH.2005;
- dated 28-04-2005 (twenty-eighth of April two thousand and five) number : 150, drawn up before AULIA TAUFANI, Sarjana Hukum, at that time
the substitute of SUTJIPTO, Sarjana Hukum, Notary in Jakarta, the notification of the deed of which has been received and registered in the
Database of Sisminbakum (Administrative System for Legal Entities)of the
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Directorate General of General Law Administration of the Ministry of Justice and Human Rights of the Republic of Indonesia dated 19-05-2005
(nineteenth of May two thousand and five) number : C-13673 HT.01.04.TH.2005;
- dated 22-07-2005 (twenty-second of July two thousand and five) number : 157, drawn up before AULIA TAUFANI, Sarjana Hukum, at that time
the substitute of SUTJIPTO, Sarjana Hukum, Notary in Jakarta, the deed in which its notification has been received and registered in the Database
of Sisminbakum (Administrative System for Legal Entities) of the Directorate General of General Law Administration of the Ministry of Justice and
Human Rights of the Republic of Indonesia dated 08-08-2005 (eighth of August two thousand and five) number : C-21968 HT.01.04.TH.2005;
that time the substitute of SUTJIPTO, Sarjana Hukum, Notary in Jakarta, the deed in which its
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notification has been received and registered in the Database of Sisminbakum (Administrative System for Legal Entities) of the Directorate General
of General Law Administration of the Ministry of Justice and Human Rights of the Republic of Indonesia dated 02-12-2005 (second of December
two thousand and five) number : C-32142 HT.01.04.TH.2005;
- dated 21-10-2005 (twenty-first of October two thousand and five) number : 146, drawn up before AULIA TAUFANI, Sarjana Hukum, at that time
Human Rights of the Republic of Indonesia dated 16-12-2005 (sixteenth of December two thousand and five) number : C-33508.
HT.01.04.TH.2005;
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- dated 23-01-2006 (twenty-third of January two thousand and six) number : 122, drawn up before AULIA TAUFANI, Sarjana Hukum, at that time
Human Rights of the Republic of Indonesia dated 15-02-2006 (fifteenth of February two thousand and six) number : C-04216. HT.01.04.TH.2006;
- dated 05-05-2006 (fifth of May two thousand and six) number : 31, drawn up before SUTJIPTO, Sarjana Hukum, Notary in Jakarta, the deed in
which its notification has been received and registered in the Database of Sisminbakum (Administrative System for Legal Entities) of the Directorate
General of General Law Administration of the Ministry of Justice and Human Rights of the Republic of Indonesia dated 02-06-2006 (second of June
two thousand and six) number : C-16129 HT.01.04.TH.2006;
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- dated 21-09-2006 (twenty-first of September two thousand and six) number : 129, drawn up before AULIA TAUFANI, Sarjana Hukum, at that time
Human Rights of the Republic of Indonesia dated 05-10-2006 (fifth of October two thousand and six) number : W7-HT.01.04.1787;
- dated 09-11-2006 (ninth of November two thousand and six) number : 38, drawn up before AULIA TAUFANI, Sarjana Hukum, at that time the
substitute of SUTJIPTO, Sarjana Hukum, Notary in Jakarta, the deed in which its notification has been received and registered in the Database of
Sisminbakum (Administrative System for Legal Entities) of the Directorate General of General Law Administration of the Ministry of Justice and
Human Rights of the Republic of Indonesia dated 28-11-2006 (twenty-eighth of November two thousand and six) number : W7-HT.01.04.4134;
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In addition to the aforementioned deed(-s), there are no other deed(-s) which are not/have not submitted by the DEBTOR to BCA.
h. Based on deed dated 05-06-2007 (fifth of June two thousand and seven) number : 17, drawn up before AULIA TAUFANI, Sarjana Hukum, at that time the
substitute of SUTJIPTO, Sarjana Hukum, the shareholders of the DEBTOR shall be as follows :
A Series Shares
The State of the Republic of Indonesia 1 (one) share;
B Series Shares
1. The State of the Republic of Indonesia 776,624,999 shares
2. Indonesia Communications Limited 2,171,250,000 shares
3. Public 2,486,058,500 shares
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In addition to them the names of which mentioned above, there are no other people or party constituting the shareholders of the DEBTOR.
I. Based on deed dated 05-06-2007 (fifth of June two thousand and seven) number : 17, drawn up before AULIA TAUFANI, Sarjana Hukum, at that time the
substitute of SUTJIPTO, Sarjana Hukum, Notary in Jakarta, the composition of members of the Board of Directors and Commissioners of the DEBTOR
shall be as follows :
- President Director : mr. JOHNNY SWANDI SJAM;
- Vice President Director : mr. KAIZAD BOMI HEERJEE;
- Director : mr. FADZRI SENTOSA;
- Director : mr. WAHYU WIJAYADI;
- Director : mr. GUNTUR SOALOON SIBORO;
- Director : mr. RAYMOND TAN KIM MENG;
- Director : mr. SYAKIEB AHMAD SUNGKAR;
- Director : mr. WONG HEANG TUCK;
- Director : mr. ROY KANNAN;
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COMMISSIONERS :
- President Commissioner : mr. PETER SEAH LIM HUAT;
- Commissioner : mr. LEE THENG KIAT;
- Commissioner : mr. SIO TAT HIANG;
- Commissioner : mr. SUM SOON LIM;
- Commissioner : mr. ROES ARYAWIJAYA;
- Commissioner : mr. SETYANTO PRAWIRA SANTOSA;
- Commissioner : mr. SHEIKH MOHAMMED BIN SUHAIM HAMAD AL-THANI;
- Independent Commissioner : mr. LIM AH DOO;
- Independent Commissioner : mr. SETIO ANGGORO DEWO;
- Independent Commissioner : mr. SOEPRAPTO;

In addition to them the names of which mentioned above, there are no other people or party holds the position as the Board of Directors and
Commissioners of the DEBTOR.
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Article 12
MATTERS MUST BE IMPLEMENTED BY THE DEBTOR
Except otherwise provided in writing by BCA, the DEBTOR shall be obligated :
a. to use the Credit Facility extended by BCA for only the purpose as referred to in Article 2.3 of the Credit Agreement;
b. to comply with all laws, government regulations, government policies, guidelines or instruction of the government applicable to the DEBTOR;
c. to forthwith notify BCA in writing concerning the existence of any case relating to the DEBTOR, whether civil, state administration, tax claims,
investigation or civil cases which shall affect the capability of the DEBTOR to meet its obligations under this Credit Agreement;
d. to pay all costs arising and relating to the Credit Facility extension as well as the implementation of terms and requirements of Credit Agreement although
the Credit Facility is not used and/or the Credit Agreement is cancelled;
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e. to provide all information required by BCA related to the Credit Facility extension;
f. to maintain the Intellectual Property Rights, among other things, intellectual property rights which has or will be owned by the DEBTOR;
g. to establish and maintain the bookkeeping, administration and financial supervisory system in accordance with the accounting principle generally accepted
in Indonesia and which is applied continuously to reasonably reflect the condition of the assets, finance as well as business proceeds of the DEBTOR;
h. to allow BCA or parties appointed by BCA, with prior notice of 7 (seven) Business Days, at any time to inspect the activities, bookkeeping and other
records made by the DEBTOR;
i. to submit to BCA :
- Annual financial statement (Balance Sheet and Profit and Loss Statement) audited by a registered Public Accountant approved by BCA, in the form
of Long Form Audited Report which must be submitted by no later than 180 (one hundred and eighty) days following the closing of an accounting
year;
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- quarterly Home Statement (Balance Sheet and Profit and Loss Statement) which must be submitted by no later than 90 (ninety) days following the
closing of the respective reporting period;
- copies/photocopies of permits directly related to the primary business activities of the DEBTOR pursuant to the applicable laws and regulations so
that the DEBTOR shall remain be able to conduct its business;
j. To maintain the consolidated financial ratio of the DEBTOR the amount of which shall be reviewed by BCA every year, namely as follows :
a. ratio of total loan to equity shall not be more than 1.75 : 1 (one point seventy five to one) as identified in each quarterly consolidated financial
statements.
b. ratio of EBITDA (earning before interest, tax, depreciation and amortization) to loan interest payment shall not be less than 3 : 1 (three to one) as
indicated in each annual audited consolidated financial statements.
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c. ratio of total loan and procurement debts to the Suppliers to EBITDA shall not be more than 3.5 : 1 (three point five to one) as included in each
annual audited consolidated financial statements.
k. To forthwith notify BCA regarding :
(i) any Event of Default known by the DEBTOR which may materially affect the DEBTOR’s conditions and explain such Event of Default and any
action to be taken concerning such Event of Default. With respect to this provisions, referred to herein as material shall be a value equal to or more
than 10% (ten percent) of DEBTOR’s income or 20% (twenty percent) of equity, whichever is lower;
(ii) any Event of Default committed by Indosat International Finance Company BV or other companies established specifically for the purpose of
issuing promissory notes which may cause the performance of rights of the creditors of Indosat International Finance Company BV or other
companies specifically established for the purpose of issuing promissory notes to execute Underwriting.
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l. To take all necessary measures to maintain its status as a legal entity and to ensure that the DEBTOR has rights and capability to carry out its business
properly in each applicable jurisdiction and shall obtain and maintain all necessary principal licenses to carry out its business in the aforementioned
jurisdiction.
m. To maintain at its maximum efforts all authorities and approval and shall be obligated to immediately obtain any other necessary approval to be able to
perform anything set forth herein.
n. To insure the assets of the DEBTOR with an insurance company under the terms and conditions usually conducted by the DEBTOR and if requested
by BCA, to report the insurance coverage of its assets.
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o. At the request of BCA, to act or draw up and execute all documents related to the performance or applicability of the Credit Agreement.
p. To notify BCA, all amendments to the articles of association of the DEBTOR requiring approval of the Minister of Justice and Human Rights within 7
(seven) Business Days following the aforementioned approval.
Article 13
PROHIBITIONS FOR THE DEBTOR
Insofar as the DEBTS have not been repaid in full by the DEBTOR or the Credit Facility Withdrawal Period has not expired, the DEBTOR shall be prohibited
from conducting the following matters, without prior written approval of the BCA:
1. Offering the DEBTOR’s assets as collateral to the other party, except Permitted Collateral and Security;
2. conducting transactions with any individual or party, including but not limited to its affiliation company, under a different method or other than the
existing practices and norms;
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3. submitting application for bankruptcy or application for suspending payment to the competent authorities (Court);
4. selling or relinquishing the material parts of immovable assets or main assets in carry out its business, except in the context of carrying out the daily
businesses. In relation to this provisions, referred to herein as material shall be a value equal to or more than 10% (ten percent) of the DEBTOR’s income
or 20% (twenty percent) of equity, whichever is lower;
5. conducting consolidation, merger, takeover, separation or liquidation;
6. deducting or decreasing paid-up capital of the DEBTOR; and
7. changing the type and nature of the DEBTOR’s main business.
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Article 14
EVENT OF DEFAULT
14.1. The occurrence of one or more of the following events shall constitute the Event of Default, namely :
a. the DEBTOR’s failure to pay any Debt timely and under the method as provided for in the Credit Agreement, in which the lapse of the time shall
serve as valid and sufficient evidence of the DEBTOR’s failure to exercise its obligations;
b. The DEBTOR fails or does not comply with terms and conditions as referred to in articles 12 and 13 or other provisions set forth in the Credit Agreement
as well as other agreements related to the Credit Agreement, either existing credit agreement or those to be drawn up in the future.
c. the DEBTOR uses Credit Facility other than its utilization purpose and objective;
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d. based on assessment of BCA, financial conditions, reliability and solvability of DEBTOR have deteriorated materially so that affecting the capability of
the DEBTOR in paying the Debts and such occurrence is not remedied by the DEBTOR within a period of 30 (thirty) calendar days as of the notification
letter concerning such occurrence is given by BCA to the DEBTOR. With respect to this provisions, referred to herein as material shall be a value equal to
or larger than 10% (ten percent) of the DEBTOR’s income of 20% (twenty percent) of equity, whichever lower;
e. The DEBTOR submits a petition for bankruptcy or is declared as bankrupt or submit to suspend the obligation to pay the debts or due to any reason
whatsoever shall no longer be entitled to manage or control the DEBTOR’s assets and/or a petition for bankruptcy is submitted by another party against
the DEBTOR or another party is appointed to control over the DEBTOR’s assets;
f. A large portion or all of the DEBTOR’s assets are sequestrated due to a case or dispute which materially may affect the capability of the DEBTOR in
fulfilling its obligations pursuant to the Credit Agreement;
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g. Statements included in article 11 of the Credit Agreement is proven to be incorrect and the aforementioned matter is not remedied by the DEBTOR within
a period of 30 (thirty) calendar days as of the date of notification letter concerning such matter is given by BCA to the DEBTOR;
h. The DEBTOR shall be obligated to pay compensation and/or other payment which may materially affect the capability of the DEBTOR to pay its Debts.
With respect to this provisions, referred to herein as material shall be a value equal to or larger than 10% (ten percent) of the DEBTOR’s income of 20%
(twenty percent) of equity, whichever lower;
i. The DEBTOR commit an act violating an applicable provisions or regulations which may cause the cellular and SLI operator licenses of the DEBTOR are
revoked and either directly or indirectly may affect the DEBTOR’s capability to fulfill its obligations pursuant to the Credit Agreement;
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j. A petition for bankruptcy is submitted by another party against the DEBTOR or another party is appointed to control over the DEBTOR’s assets and such
matter is not settled by the DEBTOR within 30 (thirty) days as from the date of such petition or appointment.
k. The DEBTOR is liquidated.
l. The DEBTOR is declared as committing a default in exercising its obligations to the other party which based on BCA’s considerations such default may
affect the capability of the DEBTOR to perform its obligations pursuant to this Credit Agreement and such default is not remedied by the DEBTOR within
a period of 30 (thirty) calendar days as from the notification letter concerning such occurrence is given by BCA to the DEBTOR;
m. Indosat International Finance Company BV or other companies specifically incorporated for the purpose of issuing promissory notes is declared as
bankrupt by its creditors in relation to the issuance of promissory notes in which the DEBTOR acts as the underwriting and such default is not remedied by
the DEBTOR within a period of 30 (thirty) calendar days as from the date of notification letter concerning such occurrence is given by BCA to the
DEBTOR;
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14.2. In the event of any default as set forth in article 14.1 of the Credit Agreement, BCA shall be entitled to declare that the Debts becomes due and must
be paid fully by the DEBTOR to the BCA without due observance of the provisions concerning Debt Payment as set forth in article 7 of the Credit
Agreement provided that the DEBTOR’s obligations arising out of the Credit Agreement must remain be fulfilled.
The parties agree to waive the provisions of Article 1266 of the Indonesian Civil Code, particularly those requires that the agreement cancellation must
obtain stipulation of the District Court.
14.3. If the DEBTOR shall be obligated to exercise an obligation pursuant to the Credit Agreement at a certain time stipulated and the DEBTOR fails to perform
the obligation thereof, hence the lapse of the time shall serve as valid and sufficient evidence of the DEBTOR’s failure so that a notice (summons) or other
similar letter as well as warning letter from the bailiff is not required.
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14.4. If the Debts become due as referred to in article 14.2 of the Credit Agreement, BCA shall be entitled to exercise its rights as the creditor to obtain Debt
repayment by exercising its rights against the DEBTOR and/or its assets.
Article 15
PAYMENT ALLOCATION
15.1. Any amount of money obtained by BCA from the Debt payment and/or due to the implementation of debt set-off from the DEBTOR’s funds in the BCA
shall be used based on the following priority :
- First : to pay all costs spent or paid by BCA related to the performance of BCA’s rights pursuant to the Credit Agreement which have not been paid
by the DEBTOR;
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- Second : to fully pay all penalty arising which has not been paid by the DEBTOR to BCA in relation to the Credit Agreement;
- Third : to fully pay all interests arising and/or provision which has not been paid by the DEBTOR to the BCA in relation to the Credit Agreement;
- Fourth : to fully pay the principal Debt amount which must be paid by the DEBTOR to BCA in relation to the Credit Agreement.
15.2. If after all obligations of the DEBTOR have been paid fully and it is evident that there are excess amount of money, hence BCA shall transfer such excess
amount to the DEBTOR or other party having rights to the excess amount, without BCA’s obligation to pay interest on such excess amount of money.
Article 16
TAXES
16.1. All and any amount of money which must be paid by the DEBTOR to BCA pursuant to the Credit Agreement shall be free, clean and without tax
deduction or withholding, levy, retribution or charges in any form and any amount whatsoever.
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16.2. If the applicable laws and regulations requires the DEBTOR to withhold or deduct the amount of money which must be paid based on the Credit
Agreement, therefore the DEBTOR shall be obligated to pay an additional amount to the BCA the amount of which shall be determined so that after such
withholding or deduction, BCA will receive from the DEBTOR the same amount of money as if such withholding or deduction has never been done.
Article 17
AMENDMENTS TO THE PROVISIONS OF CREDIT AGREEMENT
In case an amendment to the provisions set forth in the Credit Agreement is made, the intended amendment shall be regulated in a separate agreement or letter
signed by the parties, the aforementioned agreement or letter shall constitute an integrated and inseparable part of the Credit Agreement.
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Article 18
MISCELLANEOUS
18.1. BCA shall be entitled, without prior approval of the DEBTOR, to transfer or assign with any method whatsoever a portion or entire rights and/or
obligations of BCA in providing Credit Facility based on the Credit Agreement to financial institutions, banks or other creditors the performance of which
shall be sufficient by giving a written notice to the DEBTOR within a minimum period of 30 (thirty) calendar days prior to such transfer or assignment.
For such purpose, the DEBTOR now for some time in the future, grants a power of attorney to BCA to provide all data and/or information required to the
financial institutions, banks or other creditors.
18.2. BCA shall be entitled, without prior approval from the DEBTOR, to block/freeze and/or disburse and/or debit the funds in the DEBTOR’s accounts in
BCA and use its results to be calculated or compensated against the Debts in case there is an Event of Default as set forth in article 14.1 of the Credit
Agreement.
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18.3. In the event of :
a. There is an increase in costs required by BCA in maintaining the Credit Facility extension to the DEBTOR as a result of the fulfillment of
regulations/provisions of Bank Indonesia or other government agencies, so that the interest rate applicable to the DEBTOR can no longer cover costs
which must be spent by BCA, therefore BCA shall notify in writing total (additional) costs to be charged to the DEBTOR through a notification letter
constituting an integrated and inseparable part of the Credit Agreement (“Notification Letter on Cost Increases”), provided that the DEBTOR may choose
to negotiate within a period no longer than 7 (seven) calendar days, as from the Notification Letter on Cost Increases and if up to the period to conduct
such negotiation expires, an agreement concerning total (additional) costs to be charged to the DEBTOR by BCA is not reached, therefore the DEBTOR
shall have an option to settle the Debts in the period of 60 (sixty) calendar days, as from the expiration of a period to conduct negotiation as mentioned
above without subject to the penalty or fine due to the accelerated payment.
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b. there are changes in monetary, financial, economic or political sectors affecting the BCA liquidity or the decrease in collectable rate of the DEBTOR,
either on the BCA or other bank (-s), so that it becomes Sub-standards, Doubtful, or Loss, hence the DEBTOR hereby agrees the BCA actions :
(i) to adjust/change total interest rate as referred to in article 4.1 of the Credit Agreement; and/or
(ii) to suspend the withdrawal and/or the utilization date of Credit Facility submitted by the DEBTOR; and/or
(iii) to decrease total Credit Facility; and/or
(iv) to replace the Credit Facility extension as referred to in article 2.1 of Credit Agreement with other currency available in BCA; and/or
(iv) to stop the Credit Facility Extension.

In case BCA shall exercise the aforementioned BCA’s rights, BCA shall give prior written notice concerning its implementation to the DEBTOR. The
aforementioned notification letter constitutes an integrated and inseparable part of the Credit Agreement.
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18.4. BCA shall be entitled (notwithstanding the provisions of article 7 of the Credit Agreement) to declare the Debts as become due and therefore the DEBTOR
shall be obligated to repay the Debts to the BCA in the event that :
(i) there are laws and regulations or their amendments or the application of a regulation causing the non-validity for BCA to maintain and/or exercise
its obligations as set forth in the Credit Agreement by no later in the period as stipulated in the relevant regulations or 60 (sixty) days as from the
date of the BCA notification concerning such repayment request is received, whichever occurs first; or
(ii) the political, economic and social state which according to BCA, amy disrupt the uninterrupted Debt payment by the DEBTOR, by no later in the
period of 60 (sixty) days as of the date of the BCA notification concerning such repayment request is received.
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The Debt payment shall be based on the abovementioned provisions, the DEBTOR shall not be subject to fine or penalty as referred to in the provisions of article
9 of the Credit Agreement.
18.5. If one or more provisions in the Credit Agreement is declared inapplicable or unenforceable by the competent Court or deemed as contradictory to the
applicable provisions or laws and regulations, therefore other provisions included in the Credit Agreement shall remain in effect and bind the parties.
18.6. The Credit Agreement shall be applicable to the parties and the successors of the respective parties, provided that the DEBTOR may not assign and/or
transfer a right and/or obligation of the DEBTOR based on the Credit Agreement and/or other agreements in relation to the Credit Agreement, without
prior written approval from BCA.
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18.7 Any failure or delay in the part of the BCA to exercise its right, power, authority or privilege based on the Credit Agreement shall not mean that BCA has
waived the aforementioned right, power, authority or privilege, and similarly, the exercise of all or a portion of the right, power, authority or privilege
pursuant to the Credit Agreement shall not hamper further exercise of the aforementioned right, power, authority or privilege.
18.8. In the context of conducting supervision, security and completion/settlement of Credit Facility, with respect to the occurrence of the event of default, BCA
shall have authority to conduct the following matters:
a. to place BCA’s officers in the DEBTOR’s company;
b. to assign a consultant or other party to conduct supervision, provide advice and or to manage the DEBTOR’s company.
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Article 19
POWER OF ATTORNEY
19.1. For the purpose of implementing the Debt settlement in accordance with the Credit Agreement, the DEBTOR hereby grants power of attorney and
authorities to BCA to, from time to time, debit the DEBTOR’s account.
19.2. In order to ensure the order of Debt repayment as referred to in article 18.2 of the Credit Agreement, the DEBTOR, now for some time in the future, grants
a power of attorney to BCA, for and on behalf of the DEBTOR, to disburse and/or with other method to debit funds in each DEBTOR’s account in BCA.
19.3. Each power of attorney granted by DEBTOR based on the Credit Agreement shall constitute an inseparable part of the Credit Agreement and therefore,
any power of attorney concerned cannot be revoked and/or cancelled by any way whatsoever including due to any circumstances whatsoever, and the
parties state the inapplicability of articles 1813, 1814 and 1816 of the Indonesian Civil Code insofar as the Debts pursuant to the Credit Agreement have
not been fully settled.
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Article 20
JURISDICTION
- In respect of the Credit Agreement and all the consequences thereof, BCA and the DEBTOR select the permanent and general domicile at the Registrar Office
of Central Jakarta District Court in Jakarta, as such without prejudice to the rights of BCA to file a lawsuit against the DEBTOR before other courts anywhere
else within the territory of the Republic of Indonesia based on the applicable regulations.
The appearers hereby represent to warrant the accuracy of appearers’ identity in accordance with the identity cards presented to me, Notary and shall be fully
responsible for the aforementioned matters and furthermore the appearers represent also that they have understood the content of this deed.
- Based on the aforementioned matters,
= IN WITNESS WHEREOF =
- Drawn up as a minutes and read out as well as executed in Jakarta, on the day and date mentioned at the preamble of this deed, in the presence of :
Page 68 of 70
1. Mrs. INDAH FATMAWATI, Sarjana Hukum, born in Jakarta, on 28-07-1959 (twenty-eighth of July one thousand nine hundred and fifty-nine),
Indonesian Citizen, residing in South Jakarta, at Tebet Timur Dalam VI K/4, Neighborhood Ward 003, Neighborhood Block 006, Tebet Timur
Sub-district, Tebet District, Holder of Identity Card number : 09.5007.680759.0199.
2. Mrs. SITI RUMANDANG BULAN LUBIS, Sarjana Hukum, Magister Kenotariatan, born in Medan, on 31-01-1978 (thirty-first of January one
thousand nine hundred and seventy eight), Indonesian Citizen, residing in East Jakarta, at Jalan Cemara F/43. CJT II, Neighborhood Ward 004,
Neighborhood Block 004, Gedong Sub-district, Pasar Rebo District. Holder of Identity Card number : 09.5406.710178.8501.
Both are Assistant to the Notary, as witnesses.
Considering that this deed has been discussed by the parties properly, hence the reading out was only conducted in broad terms or its Resume, and upon
having been read out by me, Notary, to the appearers and witnesses, this deed was forthwith signed by the appearers, witnesses and me, Notary.
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Drawn up with five deletions and replacements.
The Minutes of this Deed have been duly signed.
= ISSUED AS A TRUE COPY =
[Signed and stamped on one Rp.6,000 stamp duty; stamp reads:

Mrs. POERBANINGSIH ADI WARSITO, SH. NOTARY
IN JAKARTA]
Page 70 of 70
Exhibit 15.7
CREDIT AGREEMENT
Number: KP-CRO/001/PK-TL/2007
-Number: 38.
-At 14.00 WIB (fourteen o’clock Western Indonesia Time).
-On this day Tuesday, dated 18-09-2007 (eighteenth day of September two thousand seven.
I. Mr. AGUS DERMAWAN WINIARTO MARTOWARDOJO, as President Director of the company to mention hereinbelow, born in Amsterdam, dated
24-01-1956 (twenty-fourth day of January one thousand nine hundred fifty six), Indonesian National, residing in South Jakarta, Kaveling Polri E/31B,
Rukun Tetangga 01, Rukun Warga 007, Village of Ragunan, Sub-district of Pasar Minggu.
- Holder of Identity Card number: 09.5304.240156.0058.
- According to his statement in this matter acting in his capacity as mentioned above therefore validly representing the Board of Directors, that it is
in accordance with the provisions of the articles of association of the company, be entitled and validly representing the Board of Directors for
and on behalf of “Perusahaan-Perseroan (Persero) PT BANK
MANDIRI Tbk, abbreviated to PT BANK MANDIRI (Persero) Tbk”, having its domicile and head office in Jakarta, which articles of
association thereof was already publicized in the State Gazette of the Republic of Indonesia respectively:
- State Gazette of the Republic of Indonesia dated 04-12-1998 (fourth day of December one thousand nine hundred ninety eight) number: 97,
Supplement number: 6859/1998;
- State Gazette of the Republic of Indonesia dated 24-09-1999 (twenty-fourth day of September one thousand nine hundred ninety nine) number:
77, Supplement number: 252/1999;
- State Gazette of the Republic of Indonesia dated 18-12-2001 (eighteenth day of December two thousand one) number: 101, Supplement number:
491/2001;
- State Gazette of the Republic of Indonesia dated 08-08-2003 (eighth day of August two thousand three) number: 63, Supplement number:
517/2003;
- State Gazette of the Republic of Indonesia dated 21-11-2003 (twenty-first day of November two thousand three) number: 93, Supplement
number: 910/2003;
- State Gazette of the Republic of Indonesia dated 11-01-2005 (eleventh day of January two thousand five) number: 3, Supplement number:
23/2005;
- State Gazette of the Republic of Indonesia dated 15-04-2005 (fifteenth day of April two thousand five) number: 30, Supplement number:
308/2005;
- State Gazette of the Republic of Indonesia dated 07-06-2005 (seventh day of June two thousand five) number: 45, Supplement number:
522/2005;
- State Gazette of the Republic of Indonesia dated 15-04-2005 (fifteenth day of April two thousand five) number: 45, Supplement number:
522/2005;
- State Gazette of the Republic of Indonesia dated 01-09-2005 (first day of September two thousand five) number: 70, Supplement number:
832/2005;
- State Gazette of the Republic of Indonesia dated 27-12-2005 (twenty-seventh day of December two thousand five) number: 103, Supplement
number: 1217/2005;
- State Gazette of the Republic of Indonesia dated 07-03-2006 (seventh day of March two thousand six) number: 19, Supplement number:
256/2006;
- State Gazette of the Republic of Indonesia dated 18-04-2006 (eighteenth day of April two thousand six) number: 31, Supplement number:
405/2006;
- State Gazette of the Republic of Indonesia dated 09-06-2006 (ninth day of June two thousand six) number: 46, Supplement number: 602/2006;
- State Gazette of the Republic of Indonesia dated 12-01-2007 (twelfth day of January two thousand seven) number: 4, Supplement number:
34/2007;
35/2007;
36/2007;
relating to:
1. deed dated 18-05-2005 (eighteenth day of May two thousand five) number: 94, drawn up before AULIA TAUFANI, Sarjana Hukum, in those
days substituting SUTJIPTO, Sarjana Hukum, Notary practicing in Jakarta, already notified to, and received as well as registered with the
Database of Corporate Body Administration System (SISMINBAKUM) of Directorate General of General Legal Administration, Ministry of
Law and Human Rights of the Republic of Indonesia dated 15-06-2005 (fifteenth day of June two thousand five) number: C-UM.02.01.8223;
2. deed dated 04-07-2005 (fourth day of July two thousand five) number: 8, drawn up before AULIA TAUFANI, Sarjana Hukum, Notary
practicing in Jakarta, two thousand five) Number 94, drawn up before AULIA TAUFANI, Sarjana Hukum, in those days substituting
SUTJIPTO, Sarjana Hukum, Notary practicing in Jakarta, already notified to, and received as well as registered with the Database of Corporate
Body Administration System (SISMINBAKUM) of Directorate General of General Legal Administration, Ministry of Law and Human Rights of
the Republic of Indonesia dated 20-07-2005 (twentieth day of July two thousand five) number: C-20004.HT.01.04.TH.2005;
3. deed dated 06-10-2005 (sixth day of October two thousand five) number: 44, drawn up before AULIA TAUFANI, Sarjana Hukum, Notary
practicing in Jakarta, Number 44, drawn up before SUTJIPTO, Sarjana Hukum, Notary practicing in Jakarta, already notified to, and received as
well as registered with the Database of Corporate Body Administration System (SISMINBAKUM) of Directorate General of General Legal
Administration, Ministry of Law and Human Rights of the Republic of Indonesia dated 12-10-2005 (twelfth day of October two thousand five)
number: 192,
drawn up before AULIA TAUFANI, Sarjana Hukum, in those days substituting SUTJIPTO, Sarjana Hukum, Notary practicing in Jakarta,
already notified to, and received as well as registered with Database of Corporate Body Administration System (SISMINBAKUM) of Directorate
General of General Legal Administration;
4. deed dated 21-12-2005 (twenty-first day of December two thousand five) number: 192, drawn up before AULIA TAUFANI, Sarjana Hukum,
Notary practicing in Jakarta, Number 44, drawn up before SUTJIPTO, Sarjana Hukum, Notary practicing in Jakarta, already notified to, and
received as well as registered with the Database of Corporate Body Administration System (SISMINBAKUM) of Directorate General of General
Legal Administration, Ministry of Law and Human Rights of the Republic of Indonesia dated 17-01-2006 (seventeenth day of January two
thousand six) number: C-01287.HT.01.04.TH.2006;
5. deed dated 21-12-2005 (twenty-first day of December two thousand five) number: 193, drawn up before AULIA TAUFANI, Sarjana Hukum,
Notary practicing in Jakarta, Number 44, drawn up before SUTJIPTO, Sarjana Hukum,
Notary practicing in Jakarta, already notified to, and received as well as registered with the Database of Corporate Body Administration System
(SISMINBAKUM) of Directorate General of General Legal Administration, Ministry of Law and Human Rights of the Republic of Indonesia
dated 08-02-2006 (eighth day of February two thousand six) number: C-UM.02.01.2033;
6. deed dated 05-01-2006 (fifth day of January two thousand six) number: 11, drawn up before AULIA TAUFANI, Sarjana Hukum, Notary
practicing in Jakarta, Number 44, drawn up before SUTJIPTO, Sarjana Hukum, Notary practicing in Jakarta, already notified to, and received as
well as registered with the Database of Corporate Body Administration System (SISMINBAKUM) of Directorate General of General Legal
Administration, Ministry of Law and Human Rights of the Republic of Indonesia dated 27-01-2006 (twenty-seventh day of January two thousand
six) number: C-02540.HT.01.04.TH.2006;
7. deed dated 12-04-2006 (twelfth day of April two thousand six) number: 48, drawn up before SUTJIPTO, Sarjana Hukum, Notary practicing in
Jakarta, already notified to, and received as well as registered with the Database of Corporate Body
Administration System (SISMINBAKUM) of Directorate General of General Legal Administration, Ministry of Law and Human Rights of the
Republic of Indonesia dated 21-04-2006 (twenty-first day of April two thousand six) number: C-11408.HT.01.04.TH.2006;
8. deed dated 02-06-2006 (second day of June two thousand six) number: 5, drawn up before Doktor AMRUL PARTOMUAN, Sarjana Hukum,
Lex Legibus Magister, Notary practicing in Jakarta, already notified to, and received as well as registered with the Database of Corporate Body
Republic of Indonesia dated 15-06-2006 (fifteenth day of June two thousand six) number: C-UM.02.01.9960;
9. deed dated 02-06-2006 (second day of June two thousand six) number: 6, drawn up before Doktor AMRUL PARTOMUAN, Sarjana Hukum,
Lex Legibus Magister, Notary practicing in Jakarta, already notified to, and received as well as registered with the Database of Corporate Body
Republic of Indonesia dated 15-06-2006 (fifteenth day of June two thousand six) number: C-UM.02.01.9960;
10. deed dated 22-12-2006 (twenty-second day of December two thousand six) number: 65, drawn up before me, Notary already notified to, and
received as well as registered with the Database of Corporate Body Administration System (SISMINBAKUM) of Directorate General of General
Legal Administration, Ministry of Law and Human Rights of the Republic of Indonesia dated 29-12-2006 (twelfth day of December two
thousand six) number: W7-HT.01.04-5741;
11. deed dated 31-01-2007 (thirty-first day of January two thousand seven) number: 24, drawn up before Doktor AMRUL PARTOMUAN POHAN,
Sarjana Hukum, Lex Legibus Magister, Notary practicing in Jakarta, already notified to and received as well as registered with the Database of
Corporate Body Administration System (Sisminbakum) of Ministry of Law and Human Rights of the Republic of Indonesia dated 13-02-2007
(thirteenth day of February two thousand seven) number: W7-HT.01.04-1741;
12. deed dated 11-05-2007 (eleventh day of May two thousand seven) number: 14, drawn up before Doktor AMRUL PARTOMUAN POHAN,
Sarjana Hukum, Lex Legibus Magister, Notary practicing in Jakarta;
13. deed dated 11-05-2007 (eleventh day of May two thousand seven) number: 15, drawn up before Doktor AMRUL PARTOMUAN POHAN,
Sarjana Hukum, Lex Legibus Magister, Notary practicing in Jakarta;
-PT BANK MANDIRI (PERSERO) TBK hereinafter referred to as:
BANK MANDIRI
II. JOHNNY SWANDI SJAM, born in Jakarta, dated 15-08-1960 (fifteenth day of August one thousand nine hundred sixty), Indonesian National,
President Director of the company to mention hereinbelow, residing in East Jakarta, Jalan Pulo Asem I Number 10, Rukun Tetangga 003, Rukun Warga
001, Village of Jati, Sub-district of Pulo Gadung.
- Holder of Identity Card number: 09.5402.150860.0425.
- According to his statement in this matter acting in his capacity as mentioned above thereby representing the Board of Directors, whereas to take legal
act hereinbelow according to his statement he has already obtained approval from the Commissioners Board of the Company, all of the foregoing as
evidenced in Circular Resolution Of The Board Of Commissioners of PT Indosat Tbk In Lieu Of The Board of Commissioners Meeting made privately
dated 12-03-2007 (twelfth
10
day of March two thousand seven) Number: 01/12-03-07 which original thereof is produced to me, Notary, of and thereby for and on behalf of as well
as validly representing PT INDOSAT Tbk, having its domicile in Jakarta which articles of association was already amended several times by virtue of:
- deed dated 08-03-2004 (eighth day of March two thousand four) Number: 7, drawn up before me, Notary, which report of amendment to the
articles of association was already received and registered with the Database of Corporate Body Administration System of Directorate General of
General Legal Administration of Ministry of Law and Human Rights of the Republic of Indonesia dated 08-03-2004 (eighth day of March two
thousand four) number: C-05582.HT.01.04.TH.2004;
- deed dated 30-09-2004 (thirtieth day of September two thousand four) Number 145, drawn up before AULIA TAUFANI, Sarjana Hukum, in
those day substitute of SUTJIPTO, Sarjana Hukum Notary practicing in Jakarta, which was already approved by the Minister of Law and Human
Rights of the Republic of Indonesia by his letter dated the second day of December two thousand four (02-12-2004) Number:
C-29270.HT.01.04.TH.2004 and which report on the amendment to
11
articles of association thereof was already received and registered with Database of Corporate Body Administration System of Ministry of Justice
and Human Rights of the Republic of Indonesia dated the eighth day of December two thousand four (8-12-2004) Number:
C-29786.HT.01.04.TH.2004;
- deed dated 24-12-2004 (twenty-fourth day of December two thousand four) Number 141, drawn up before AULIA TAUFANI, Sarjana Hukum,
Database of Corporate Body Administration System of Ministry of Justice and Human Rights of the Republic of Indonesia dated the fourth day
of January two thousand five (04-01-2005) Number: C-00088.HT.01.04.TH.2005;
- deed dated the fourteenth day of January two thousand five (14-01-2005) Number 79, drawn up before AULIA TAUFANI, Sarjana Hukum, in
those day substitute of SUTJIPTO, Sarjana Hukum Notary practicing in Jakarta, which report on the amendment to articles of association thereof
was already received and registered with Database of Corporate
12
Body Administration System of Ministry of Justice and Human Rights of the Republic of Indonesia dated the fourth day of February two
- dated the twenty-eighth day of April two thousand five (28-4-2005) Number 150, drawn up before AULIA TAUFANI, Sarjana Hukum, in those
day substitute of SUTJIPTO, Sarjana Hukum Notary practicing in Jakarta, which notice thereof was already received and registered with
Database of Corporate Body Administration System of Ministry of Justice and Human Rights of the Republic of Indonesia dated the nineteenth
day of May two thousand five (19-5-2005) Number: C-13673.HT.01.04.TH.2005;
- dated 22-07-2005 (twenty-second day of July two thousand five) Number 157, drawn up before AULIA TAUFANI, Sarjana Hukum, in those
Database of Corporate Body Administration System of Ministry of Justice and Human Rights of the Republic of Indonesia dated 08-08-2005
(eighth day of August two thousand five) Number: C-21968.HT.01.04.TH.2005;
13
- dated 21-10-2005 (twenty-first day of October two thousand five) Number 145, drawn up before AULIA TAUFANI, Sarjana Hukum, in those
Database of Corporate Body Administration System of Ministry of Justice and Human Rights of the Republic of Indonesia dated the second day
of December two thousand five (2-12-2005) Number: C-32142.HT.01.04.TH.2005;
- dated 21-10-2005 (twenty-first day of October two thousand five) Number 146, drawn up before AULIA TAUFANI, Sarjana Hukum, in those
Database of Corporate Body Administration System of Ministry of Justice and Human Rights of the Republic of Indonesia dated the sixteenth
day of December two thousand five (16-12-2005) Number: C-33508.HT.01.04.TH.2005;
- dated 23-01-2006 (twenty-third day of January two thousand six) Number 122, drawn up before AULIA TAUFANI, Sarjana Hukum, in those
Database of Corporate Body Administration System of Ministry of Justice and
14
Human Rights of the Republic of Indonesia dated the fifteenth day of February two thousand six (15-2-2006) Number:
C-04216.HT.01.04.TH.2006;
- dated 05-05-2006 (fifth day of May two thousand six) Number 31, drawn up before AULIA TAUFANI, Sarjana Hukum, in those day substitute
of SUTJIPTO, Sarjana Hukum Notary practicing in Jakarta, which notice thereof was already received and registered with Database of Corporate
Body Administration System of Ministry of Justice and Human Rights of the Republic of Indonesia dated the second day of June two thousand
six (02-06-2006) Number: C-16129.HT.01.04.TH.2006;
- dated 21-09-2006 (twenty-first day of September two thousand six) Number 129, drawn up before AULIA TAUFANI, Sarjana Hukum, in those
Database of Corporate Body Administration System of Ministry of Justice and Human Rights of the Republic of Indonesia dated the fifth day of
October two thousand six (05-10-2006) Number: W7-HT.01.04.1787;
15
- dated 09-11-2006 (ninth day of November two thousand six) Number 38, drawn up before AULIA TAUFANI, Sarjana Hukum, in those day
Corporate Body Administration System of Ministry of Justice and Human Rights of the Republic of Indonesia dated the twenty-eighth day of
November two thousand six (28-11-2006) Number: W7-HT.01.04.4134;
The recent composition of the Board of Directors and Commissioner Board shall be as evidenced in deed dated 05-06-2007 (fifth day of June two
thousand seven) number 17, drawn up before AULIA TAUFANI, Sarjana Hukum, in those day substituting SUTJIPTO, Sarjana Hukum, Notary
practicing in Jakarta.
the said PT INDOSAT Tbk shall hereinafter be referred to as:
DEBTOR
-The appearers acting in their respective capacities shall first of all declare as follows:
A. That BANK MANDIRI by virtue of its letter dated 17-09-2007 (seventeenth day of September two thousand seven) Number:
CBG.TRE/RD7.SPPK.014/2007 (“Letter of Offer”) has offered a credit facility to the DEBTOR in terms of Term Loan facility with maximum limit Ro
2,000,000,000,000 (two trillion rupiah).
16
B. That for the offer of Term Loan facility the DEBTOR has approved proven by its signing the said Letter of Offer over a revenue stamp Rp 6,000 (six
thousand rupiah) as its approval sign.
C. That to execute the Credit Agreement, the DEBTOR shall first of all fulfill the requirements of the signing of Credit Agreement as already required by
BANK MANDIRI and therefore the DEBTOR has submitted the requirements of signing of the Agreement as described hereinbelow:
1. To return the Letter of Offer already signed by the competent official over a revenue stamp Rp 6,000.00 (six thousand rupiah) as the sign of
approval.
2. To pay administrative cost in relation to the Credit Facility received by the DEBTOR.
3. To submit the copy of the recent articles of association of the DEBTOR company.
-In connection with the foregoing, the parties respectively in the capacity mentioned above have covenanted and agreed to and hereby enter into the Credit
Agreement under the terms and conditions as follows:
17
Article 1
DEFINITION
-For the interest of the Credit Agreement, every terminology hereinbelow shall have the meaning as described below:
“Tolerable Collateral and Guarantee” shall mean:
(i) the Collateral and Guarantee of the DEBTOR or Subsidiary already existed provided that if it is the assets that was made as the guarantee object,
such assets becomes the collateral and guarantee as referred to in Article 10 hereof for the interest of MANDIRI BANK and/or other DEBTOR
concurrent creditor and the guarantee provided for tender or deposit purposes; or
(ii) The Collateral to guarantee the import duty or lease cost payments;
(iii) Collateral and guarantee provided to secure the certain liabilities in connection with the account payable of the DEBTOR or its Subsidiary
commonly made in its daily respective business;
(iv) Collateral and Guarantee relating to the reserving of the outstanding tax;
(v) Collateral and Guarantee to finance the assets acquisition through the credit in general, export credit or supplier or vendor or capital lease where
the assets will be the object of the Collateral and Guarantee for such financing; and
18
(vi) Collateral and Guarantee provided in the frame of financing the cooperation project of the DEBTOR or Subsidiary with other party where the
financing for that project is provided by other party (including the party with whom the DEBTOR and Subsidiary will cooperate);
(vii) Collateral and Guarantee provided in the frame of tender process to implement the project conducted by the DEBTOR and/or Subsidiary.
“Subsidiary” shall mean the companies which:
(a) shares both directly or indirectly are controlled over by the DEBTOR at least 50% (fifty percent) of total shares issued by the relevant company;
and
(b) financial statement is consolidated to the DEBTOR in accordance with the financial accounting standard prevailed in Indonesia;
“Credit Facility Withdrawal Deadline” shall mean the period of credit facility withdrawal permitted by BANK MANDIRI for the DEBTOR.
“Credit Facility” shall mean the term loan facility approved by BANK MANDIRI for the DEBTOR as described in article 2 of the Credit Agreement under the
Credit Agreement terms and conditions.
19
“Working Days” shall mean the day when the branch office of BANK MANDIRI where the Credit Facility is managed opens and conducts the banking service
for the public.
“JIBOR” or “Jakarta Inter Bank Offered Rate” shall mean the interest rate in inter bank money market in Jakarta as publicized by Reuters in Reuters Screen at
11.00 (eleven) a.m of local time 3 (three) Working Days prior to the commencement of Interest Term indicating the inter main bank(s) interest bank in Jakarta
being the reference to determine the loan interest rate in Rupiah currency for the period of 3 (three) months, and for the interest of this Credit Agreement, JIBOR
interest rate up to 1/1000 (one per mill) will be rounded up.
“Event of Default” shall mean an act or event as referred to in article 14 of Credit Agreement.
“Encumbrance” shall mean the encumbrance provided by the DEBTOR to secure anything owed by Indosat International Finance Company BV in connection
with the issue of the debt instrument under the conditions as follows:
- DEBTOR does not violate the financial ratio as set forth in article 12.10 of Credit Agreement; and
- DEBTOR’s liability relating to the Encumbrance is equal (paripassu) to that to BANK MANDIRI pursuant to the Credit Agreement.
20
“Interest Term” shall mean a period of validity of the interest rate and interest calculation namely every 3 (three) months under the conditions as follows:
(i) the first calculation of the Interest Term shall commence from the date of the first Credit Facility withdrawal through the same date of 3 (three)
subsequent months;
(ii) the subsequent calculation of Interest Term shall commence as of the date of expiry of the previous Interest Term and end through the same date
of the subsequent 3 (three) months; and
(iii) the calculation of the last Interest Term shall commence as of the date of expiry of the previous Interest Term and end until the date of the
payment of the last principal installment.
(iv) Calculation of Interest Term on the Credit Facility withdrawal made after the First Credit Facility Withdrawal shall commence as of the date of
withdrawal through the last day of Interest Period on the first Credit Facility withdrawal.
“Credit Agreement” shall mean this agreement together with all extensions, amendments and/or additions.
“Interest Payment Date” shall mean the date when the DEBTOR is obliged to make the interest payment namely each last date of an Interest Term.
21
“Debt” shall mean all moneys owed by the DEBTOR in a period to BANK MANDIRI pursuant to the Credit Agreement comprising total principal, interest, fee,
penalty, charges and/or other liabilities hereunder.
Article 2
AMOUNT AND OBJECTIVE OF USE OF CREDIT FACILITY
2.1 By taking into account the terms and conditions of Credit Facility, MANDIRI BANK approves to provide the Credit Facility for the DEBTOR in terms
of Term Loan facility up the amount of maximum principal amounting to Rp 2,000,000,000,000.00 (two trillion rupiah).
2.2 The DEBTOR has hereby approved the amount of the said Credit Facility.
2.3 The said credit facility shall be used to finance the capital expenditure of the DEBTOR for telecommunication service business;
The DEBTOR shall be responsible for the truth of the use of the said Credit Facility.
Article 3
TERM AND DEADLINE OF CREDIT FACILITY WITHDRAWAL
3.1 The Credit Facility term herein shall be stipulated for maximum 5 (five) years as of the date of signing of this Credit Agreement.
3.2 By taking into account the terms and conditions in this Credit Agreement, the Deadline of Credit Facility Withdrawal shall be
22
as of the date of signing of this Credit Agreement and end on the date 31-12-2007 (thirty first day of December two thousand seven) provided that the
DEBTOR is obliged to withdraw the Credit Facility amounting to minimum Rp 800,000,000,000.00 (eight hundred billion rupiah) firstly after the
signing of the Credit Agreement (September 2007) or at the latest within the period of two months after the signing of the Credit Agreement and the
second withdrawal shall be minimum Rp 800,000,000,000.00 (eight hundred billion rupiah) at the latest on 31-12-2007 (thirty first day of December
two thousand seven).
3.3 After the end of Deadline of Credit Facility Withdrawal as described in article 3.1, MANDIRI BANK shall have no obligation any longer to provide the
Credit Facility for the DEBTOR.
3.4 In the event of lapse of Credit Facility Withdrawal Period and MANDIRI BANK at its discretion has approved the extension of Deadline for Credit
Facility Withdrawal but the deed of amendment to the Credit Agreement is not signed yet, MANDIRI BANK shall deliver the notice on extension of
Credit Facility Withdrawal Term (“Notice”) valid for the term as contained in such Notice.
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The Credit Facility withdrawn for the term as contained in such Notice shall be the Debt of the DEBTOR being subjected to the terms and conditions of
the Credit Agreement.
The DEBTOR also approves that in the event after the delivery of the Notice, the DEBTOR hereby commits itself to sign the deed of amendment to
Credit Facility on the said extension of Credit Facility Withdrawal Deadline.
The notice shall be an integral and inseparable part hereof.
Article 4
INTEREST AND UP FRONT FEE
4.1 For each outstanding loan pursuant to the Credit Agreement, the DEBTOR shall be obliged to pay interest by:
- 9.75% (nine point seventy five percent) per annum flat valid for the first 1 (one) year;
- 10.5% (ten point five percent) per annum flat valid for the second 1 (one) year;
- The Reference Rate plus 1.5% (one point five percent) per annum valid for the third through the fifth year, where the Reference Rate shall mean
the average JIBOR of three months stipulated 3 (three) Working Days prior to the current Interest Term; calculated from the amount of Credit
Facility already withdrawn and not repaid yet by the DEBTOR.
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4.2 The interest calculation shall be made on daily basis based on the fixed denominator 360 (three hundred sixty) days in a year and be paid in full to
MANDIRI BANK on the Interest Payment Date by debiting the account of the DEBTOR existing at MANDIRI BANK or in other manner agreed by
the parties, provided that the Interest Payment Date shall not exceed the date when the Credit Facility is obliged to repaid.
4.3 In connection with the use of the reference rate in the third, fourth and fifth years, the DEBTOR agrees that if JIBOR is not available at all or is not
available completely, MANDIRI BANK will review the interest rate formula already set forth in the Credit Agreement, including the reference rate and
margin without the approval from the DEBTOR provided as follows:
(i) In the event MANDIRI BANK will exercise its rights, it shall notify in writing the amount of the interest rate that will be applied to the
DEBTOR through the notice being an integral and inseparable part of the Credit Agreement (“Notice”) provided that the DEBTOR can choose to
make negotiation within the period of not more than 7 (seven) calendar days as of the date of Notice;
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(ii) If through the end of the period of negotiation no agreement is reached on the interest rate applied to the Credit Facility to be provided by
MANDIRI BANK to the DEBTOR:
a. the interest rate prevailed to the Credit Facility shall be in accordance with the interest rate stipulated by MANDIRI BANK until the
re-availability of JIBOR reference; or
b. The DEBTOR has the option to repay the Debt in the period of 60 (sixty) calendar days as of the end of the period to make negotiation as
referred to in point (i) above, provided that the amount of the interest rate applied to the Credit Facility through the Debt repayment shall
be that stipulated by MANDIRI BANK without being subjected to the penalty or fine of the accelerated payment.
4.4 Upon the Credit Facility providing, the DEBTOR shall be obliged to pay to MANDIRI BANK:
a. The up front fee shall be 0.25% (zero point twenty five percent) calculated from total limit of the Credit Facility by Rp 2,000,000,000,000.00
(two trillion rupiah) or Rp 5,000,000,000.00 (five billion rupiah). Such up front fee shall only be paid once namely at the latest on the date of the
first Credit Facility withdrawal.
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b. The commitment fee shall be 0.15% (zero point fifteen percent) calculated from total Credit Facility not withdrawn until the end of the Credit
Facility Withdrawal Deadline. The commitment fee shall be paid on the date of expiry of the Credit Facility Withdrawal Deadline.
4.5 The payments of the up front fee and commitment fee shall be made by debiting the account of the DEBTOR at MANDIRI BANK or in other manner
agreed by the parties.
4.6 To debit such account, the DEBTOR shall give power to MANDIRI BANK as described in article 19.1 of Credit Agreement.
4.7 If the Date of Payment of Interest and/or commitment fee falls not on the Working Day, the DEBTOR shall be obliged to provide the fund in its
account at MANDIRI BANK for the interest of the payment of such interest and/or fee on the previous Working Day.
4.8 If the Credit Agreement is already signed but the Credit Facility is not used by the DEBTOR or the Debt is due because of the reasons as mentioned in
articles 14.2, 18.3 and 18.4 of the Credit Agreement, MANDIRI BANK shall not be liable to repay to the DEBTOR the up front fee, commitment fee
and/or other expenses already paid by the DEBTOR to MANDIRI BANK.
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Article 5
PROVING OF DEBT
The bookkeeping and notes already and will be made by MANDIRI BANK shall serve as the complete and perfect evidence on the Debt and they will bind the
DEBTOR unless provable otherwise.
Article 6
EFFECTIVE AND CREDIT FACILITY WITHDRAWAL REQUIREMENTS
6.1 This Credit Agreement shall become effective if the DEBTOR has signed the Credit Agreement.
6.2 The Credit Facility can be withdrawn by the DEBTOR on each Working Day if:
a. The Credit Agreement has been effective.
b. DEBTOR has paid the up front fee by 0.25% (zero point twenty five percent) calculated from total limit of the Credit Facility by Rp
2,000,000,000,000.00 (two trillion rupiah) or Rp 5,000,000,000.00 (five billion rupiah).
c. There is no Event of Default occurs or an act or event causing the Event of Default or an act or event which by this notice or lapse of time or both
of them is an Event of Default.
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d. The matters declared in the Declaration as referred to in article 11 of this Credit Agreement shall be correct and is in accordance with the reality.
6.3 The DEBTOR shall fulfill the special provision on the method to withdraw the Credit Facility namely as follows:
a. DEBTOR submits the request for Credit Facility withdrawal at the latest 3 (three) Working Days prior to the date of Credit Facility withdrawal
already planned;
b. The Credit Facility withdrawal shall be made within the Deadline of the withdrawal as referred to in article 3.2 of the Credit Agreement.
Article 7
DEBT PAYMENT
7.1 The debt payment shall be made by the DEBTOR in the same currency as the Credit Facility provided by MANDIRI BANK and shall be effectively
received by MANDIRI BANK in its branch office in Jakarta Branch – Thamrin at the latest at 14.00 (fourteen) Western Indonesia Time namely on the
same date as t he Date of Payment of Interest and the last installment shall be paid 5 (five) years as of the signing of this Credit Agreement provided
that the schedule and amount of the installment payment shall be as follows:
st
- the 1 (first) anniversary: 10% (ten percent) of total principal of Credit Facility being withdrawn;
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nd
- the 2 (second) anniversary: 10% (ten percent) of total principal of Credit Facility being withdrawn;
rd
- the 3 (third) anniversary: 15% (fifteen percent) of total principal of Credit Facility being withdrawn;
th
- the 4 (fourth) anniversary: 15% (fifteen percent) of total principal of Credit Facility being withdrawn;
- 5 years as of the date of signing of the Credit Agreement: 50% (fifty percent) of total principal of Credit Facility being withdrawn;
Where:
st th
- the 1 (first) year up to the 4 (fourth) year are calculated respectively as of the anniversary of the first credit withdrawal date.
th
- the 5 (fifth) year shall be calculated 5 (five) years as of the date of signing of the Credit Agreement.
7.2 If the date of Debt payment falls not on the Working Day, the DEBTOR shall be obliged to provide the fund in its account at MANDIRI BANK for the
interest of the payment on the previous Working Day.
7.3 The Debt payment received by MANDIRI BANK after 14.00 (fourteen) Western Indonesia Time shall be considered already received by MANDIRI
BANK on the subsequent Working Day.
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Article 8
PENALTY
8.1 If the DEBTOR fails to pay the Debt due to any reason whatsoever on the date of expiry, the DEBTOR shall be obliged to pay the penalty for the
amount that is failed to be paid as of the date of payable until such amount is entirely paid by 2% (two percent) per annum above the prevailing interest
rate.
8.2 The penalty calculation shall be made on daily basis based on the fixed denominator 360 (three hundred sixty) days in a year.
Article 9
SPECIAL PROVISIONS
9.1 The DEBTOR may repay partially or entirely the sum of money owned prior to the date of expiry as set forth in the List of Installment as referred to in
Article 7.1 without penalty by taking into account the provisions as follows:
a. After 2 years of the Credit Facility;
b. The DEBTOR shall notify in writing to MANDIRI BANK at least 7 (seven) Working Days in advance on the plan to make accelerated
repayment by mentioning the amount and date of payment;
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c. such notice cannot be cancelled by the DEBTOR;
d. the amount already paid shall be irrevocable at any reason whatsoever.
nd
9.2 The DEBTOR shall not be allowed to make accelerated payment prior to the end of the 2 (second) year. For accelerated payment made prior to 2
(two) years as of the Credit Facility, the DEBTOR shall be obliged tondcompensate MANDIRI BANK stipulated by MANDIRI BANK at the time of
repayment relating to the providing of the fixed interest rate up to the 2 (second) years plus penalty by 2% (two percent) of total repayment.
9.3 This provision shall not apply if this Credit Facility is cancelled due to the reasons as follows:
a. The increase in expenses required by MANDIRI BANK in maintaining the Credit Facility providing to the DEBTOR due to the fulfillment of the
regulation/provision of Bank Indonesia or other governmental bodies, change in monetary, finance, economy and politic matters affecting the
liquidity of MANDIRI BANK or the DEBTOR collectibility both at MANDIRI BANK or other bank(s) decreases to Substandard, Doubtful or
Delinquent, so that the interest rate prevailed for the DEBTOR cannot cover the expenses to incur by MANDIRI BANK, then MANDIRI BANK
will notify in writing the amount of the (additional) expenses to impose on the DEBTOR through the notice being an integral and inseparable
32
part of the Credit Agreement (“Notice on Expenses Increase”) provided that the DEBTOR can choose to negotiate within the period not
exceeding 7 (seven) calendar days as of the date of Notice on Expenses Increase and if until the end of the period for negotiation no agreement is
reached on the amount of (additional) expenses to impose by MANDIRI BANK on the DEBTOR, the DEBTOR has option to repay the Debt
within the period of 60 (sixty) calendar days as of the end of the period of negotiation as mentioned above.
b. MANDIRI BANK declares that the Debt is due and therefore the DEBTOR shall repay the Debt to MANDIRI BANK in the matter of:
i. There is a legislation or amendment thereto or the enactment of a regulation causing it is invalid for MANDIRI BANK to maintain
and/or perform its obligations as stipulated in the Credit Agreement.
ii. There is a political, economic and social condition that according to MANDIRI BANK is proven disturbing the smooth Debt payment by
the DEBTOR.
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9.3 In the event of partial accelerated repayment, MANDIRI BANK shall re-calculate the amount of payment of the principal installment and interest
payable by the DEBTOR to MANDIRI BANK, and therefore MANDIRI BANK will issue the new List of Installment substituting the old one. Such
List(s) of Installment shall serve as the integral and inseparable part of the Credit Agreement.
The DEBTOR hereby declares its approval for the calculation made by MANDIRI BANK and be subjected to the amount of payment to be paid by the
DEBTOR to MANDIRI BANK as contained in such List of Installment.
Article 10
GUARANTEE
This Credit Facility shall not be secured with the special collateral in terms of goods or income or other assets of the DEBTOR in any form whatsoever as well as
by any person whomsoever, but by all assets of the DEBTOR, both movable and immovable goods, already existed or will be existed in the future, except the
assets of the DEBTOR specially encumbered to its creditors based on the Allowable Collateral and Guarantee, being the general guarantee for all debts of the
DEBTOR to all of its creditors not specially secured or without the privilege including this Credit Facility with the equal payment degree (paripassu) in
accordance with the provision of article 1131 and 1132 of Indonesian Civil Code.
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Article 11
REPRESENTATION
The DEBTOR hereby represents and warrants MANDIRI BANK on the truth of the following:
11.1 The DEBTOR has obtained all permits of the company required by the articles of association of the DEBTOR to obtain the Credit Facility from
MANDIRI BANK pursuant to the Credit Agreement (including the approval from the Commissioner Board of the DEBTOR) and the person(s)
appointed to represent the DEBTOR to sign the CREDIT Agreement shall be entitled and authorized to represent and sign the Credit Agreement and
therefore the Credit Agreement shall be valid and bond the DEBTOR;
11.2 The DEBTOR has permits required to run its business accordingly and hereby undertakes to extend or renew the said permits in case of expiration
thereof if it is required by the prevailing regulation.
11.3 On the date of Credit Agreement no civil case, state administration case, tax claim, investigation or criminal case or dispute being occurred that threat
or may affect the DEBTOR or its assets thereby affecting materially the financial condition or businesses of the DEBTOR or may disturb the ability of
the DEBTOR to perform its obligations under the Credit Agreement.
35
In connection therewith, the material shall mean a value that is the same or higher than 10% (ten percent) of the revenue of the DEBTOR or 20%
(twenty percent) of the equity, whichever the lower.
11.4 On the date of signing of the Credit Facility no condition occurs and or is occurring that may be the Event of Default or a condition which by the lapse
of time or the notice or both of them will be the Event of Default.
11.5 All documents, data and particulars already provided by the DEBTOR to MANDIRI BANK shall be correct and no documents, data and other
particulars that are not notified by the DEBTOR which if submitted or notified by the DEBTOR to MANDIRI BANK may affect the decision of
MANDIRI BANK to provide Credit Facility.
11.6 In preparing and implementing the Credit Agreement and/or other agreement relating to the Credit Agreement, the DEBTOR does not violate or in
contravention of the law, government regulation, government policy, government direction or instruction, judgment of the Court being prevailed or the
articles of association of the DEBTOR or causing or will cause the default to any other agreement already entered into by the DEBTOR.
36
11.7 When the Credit Agreement is signed, the articles of association of the DEBTOR together with all amendments shall be contained herein other than the
deed(s) mentioned above there is no other deed(s) which is not/not yet submitted by the DEBTOR to MANDIRI BANK.
11.8 Pursuant to deed dated 05-06-2007 (fifth day of June two thousand seven) number 17, drawn up before AULIA TAUFANI, Sarjana Hukum, in those
day substituting SUTJIPTO, Sarjana Hukum, the shareholders of the DEBTOR shall be as follows:
Shares serial A:
State of the Republic of Indonesia 1 (one) share;
Shares serial B:
1. State of the Republic of Indonesia:

776,624,999 (seven hundred seventy six million six hundred forty two thousand nine hundred ninety nine) shares.
2. Indonesia Communication Limited:

2,171,250,000 (two billion one hundred seventy one billion two hundred fifty thousand) shares.
3. Public:
2,486,058,500 (two billion four hundred eighty six million fifty eight thousand five hundred) shares.
37
other than those whose names as mentioned above, there is no other person or party being the shareholders of the DEBTOR.
days substituting SUTJIPTO, Sarjana Hukum, Notary practicing in Jakarta, the composition of the members of Board of Directors and Commissioner
Board of the DEBTOR shall be as follows:
-President Director : Mr. JOHNNY SWANDI SJAM;
-Vice President Director : Mr. KAIZAD BOMI HEERJEE;
-Director : Mr. FADZRI SENTOSA;
-Director : Mr. WAHYU WIJAYADI;
-Director : Mr. GUNTUR SOALOON SIBORO;
-Director : Mr. RAYMOND TAN KIM MENG;
-Director : Mr. SYAKIEB AHMAD SUNGKAR;
-Director : Mr. WONG HEANG TUCK;
-Director : Mr. ROY KANNAN;
38
COMMISSIONER BOARD
-President Commissioner : Mr. PETER SEAH LIH HUAT;
-Commissioner : Mr. LEE THENG KIAT;
-Commissioner : Mr. SIO TAT HIANG;
: Mr. SUM SOON LIM;

-Commissioner
-Commissioner : Mr. ROES ARYAWIJAYA;
-Commissioner : Mr. SETYANTO PRAWIRA SANTOSA;
-Commissioner : Mr. SHEIKH MOHAMMED BIN SUHAIM HAMAD AL THANI;
-Independent Commissioner : Mr. SETIO ANGGORO DEWO;
other than those whose names as mentioned above, there is no other person or party holding the office of Board of Directors and Commissioners Board
of the DEBTOR.
Article 12
MATTERS TO CONDUCT BY DEBTOR
Unless stipulated otherwise in writing by MANDIRI BANK, the DEBTOR shall be obliged to:
12.1 use the Credit Facility provided by MANDIRI BANK only for the purpose as referred to in Article 2.3 of the Credit Agreement.
39
12.2 adhere to all laws, government regulations, policies, directions or instructions applied to DEBTOR;
12.3 promptly notify MANDIRI BANK in writing about the case involving the DEBTOR both civil, state administration, tax claim, investigation or criminal
cases that will influence the ability of the DEBTOR to fulfill its obligations pursuant to this Credit Agreement;
12.4 pay all expenses arising and in connection with the providing of Credit Facility as well as implementation of the terms and conditions of the Credit
Agreement although the Credit Facility is not used and/or is cancelled;
12.5 provide all particulars requested by MANDIRI BANK relating to the providing of this Credit Facility;
12.6 maintain the Intellectual Property Rights namely among others copyright, patent and trademark already or will be owned by the DEBTOR;
12.7 prepare and maintain the accounting system, administration and financial supervision in accordance with the accounting principle generally accepted in
Indonesia and applied continuously to reflect reasonably the assets, finance as well as business yield of the DEBTOR;
40
12.8 permit MANDIRI BANK or the party so appointed by MANDIRI BANK against prior written notice 7 (seven) Working Days at any time to inspect the
activity, accounting and other notes prepared by the DEBTOR;
12.9 submit to MANDIRI BANK:
a. annual financial statement (balance sheet and income statement) already audited by the Office of the Registered Public Accountant already
approved by MANDIRI BANK in terms of long term audited report that must be submitted at the latest 180 (one hundred eighty) days after the
closing of the fiscal year;
b. quarter home statement (balance sheet and income statement) that must be submitted at the latest 90 (ninety) days after the end of the period of
each report;
c. copies/photocopies of the permits related directly to the main business activity of the DEBTOR based on the prevailing legislation in order that
the DEBTOR is still able to run the business;
12.10 maintain the consolidated financial ratio of the DEBTOR namely as follows:
a. ratio between total loan to equity does not exceed 1.75:1 (one point seventy five to one) as indicated in each quarterly consolidated financial
statement.
41
b. ratio of EBITDA (revenue before less by interest, tax, depreciation and amortization costs) to loan interest payment is not less than 3:1 (three to
one) as indicated in each annual consolidated financial statement already audited.
c. ratio between total loan and debt of procurement to the supplier to EBITDA does not exceed 3.5:1 three point one to one) as contained in each
annual consolidated financial statement already audited.
12.11 notify MANDIRI BANK immediately on:
a. each Event of Default known by the DEBTOR that may affect materially the condition of the DEBTOR and explain such Event of Default and
each act to take to the said Event of Default. In connection therewith, the material shall mean a value that is the same as or higher than 10% (ten
percent) of the revenue of the DEBTOR or 20% (twenty percent) of the equity, whichever lower;
b. the event of default of Indosat International Finance Company BV or other company especially established to issue the debt instrument that may
cause the exercise of the rights of the creditors of Indosat International Finance Company BV or other company especially established to issue
the debt instrument for execution of Encumbrance.
42
c. any change of shareholding of the DEBTOR already resolved and approved by the General Meeting of Shareholders of the DEBTOR within the
period of at the latest 3 (three) Working Days after the date of General Meeting of Shareholders of the DEBTOR already resolving and approving
such change.
12.12 take all acts required to maintain its status as the corporate body and ensure that the DEBTOR has the rights and ability in each prevailed jurisdiction
and will obtain and maintain all permits required to run the business in such jurisdiction.
12.13 maintain with maximum effort all authorities and approvals and is obliged to immediately obtain each other approval required to be able to take all acts
as set forth in this Credit Agreement.
12.14 insure the assets of the DEBTOR in insurance company under the terms and conditions as commonly done by the DEBTOR and if requested by
MANDIRI BANK, report the coverage of insurance of the assets.
12.15 upon the request from MANDIRI BANK, take acts or prepare and sign all documents relating to the implementation or enforcement of the Credit
Agreement.
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12.16 notify MANDIRI BANK all amendments to articles of association of the DEBTOR requiring the approval from and already approved by the Minister
of Law and Human Rights within the period of 7 (seven) Working Days after obtaining such approval.
Article 12
MATTERS SHOULD NOT BE CONDUCTED BY DEBTOR
So long the DEBTOR pays in full its Debt within or the Deadline of Credit Facility Withdrawal is not expired yet, the DEBTOR shall not be allowed to do the
following without the prior written consent from MANDIRI BANK:
13.1 encumber its assets to other party except the Allowable Collateral and Guarantee;
13.2 conduct the transaction with someone or a party including but not limited to the affiliated company, with the manner different from or outside the
existing practice and habit;
13.3 propose the request for insolvency or request to delay the payment to the competent authority (Court);
13.4 sell or release the material part of immovable assets or main assets in running the business, except in the frame of running the daily business. In
connection therewith, the material shall mean a value that is the same as or higher than 10% (ten percent) of the revenue of the DEBTOR or 20%
(twenty percent) of the equity, whichever lower;
44
13.5 conduct the amalgamation, merger, acquisition, separation or dissolution.
13.6 reduce or decrease the paid up capital of the DEBTOR; and
13.7 change the type and nature of the main business of the DEBTOR.
Article 14
EVENT OF DEFAULT
14.1 One or more act or event mentioned below shall be the Event of Default.
a. the failure of the DEBTOR to pay the Debt at the time and in the manner as set forth in Credit Agreement, in which event the lapse of
time is the valid and sufficient evidence that the DEBTOR has failed to fulfill its obligations;
b. The DEBTOR fails or does not fulfill the terms and conditions as referred to in articles 12 and 13 or other provisions of Credit Agreement as
well as other agreement in connection with the Credit Agreement, both already existing or to be prepared in the future and such event is not
corrected by the DEBTOR within the period of 30 (thirty) calendar days as of the date of notice on the event submitted by MANDIRI BANK to
the DEBTOR;
45
c. The DEBTOR uses the Credit Facility deviating the aim and objective of the application;
d. the financial condition, bonafidity and solvability of the DEBTOR decrease in such a way in the material value so that affecting the ability of the
DEBTOR in Debt payment and such event is not corrected by the DEBTOR within the period of 30 (thirty) calendar days as of the date of notice
on such event is delivered by MANDIRI BANK to the DEBTOR. In connection therewith, the material shall mean a value that is the same as or
higher than 10% (ten percent) of the revenue of the DEBTOR or 20% (twenty percent) of the equity, whichever lower;
e. The DEBTOR proposes the request for the insolvency or is declared insolvent or proposes the request for delay of debt payment liability
or due to any reason whatsoever is not entitled any longer to arrange and control over the assets of the DEBTOR;
46
f. most of or the entire assets of the DEBTOR is sequestrated due to the case or dispute that can materially affect the ability of the DEBTOR in
fulfilling the obligations pursuant to the Credit Agreement.
g. The statement contained in article 11 of the Credit Agreement is proven incorrect and it is not corrected by the DEBTOR within the period of 30
(thirty) calendar days as of the date of notice on the same submitted by MANDIRI BANK to the DEBTOR.
h. The DEBTOR (pursuant to the judgment court already has the permanent force of law) shall be obliged to pay the compensation and/or other
payment that can materially affect the ability of the DEBTOR to pay the Debt. In connection therewith, the material shall mean a value that is the
same as or higher than 10% (ten percent) of the revenue of the DEBTOR or 20% (twenty percent) of the equity, whichever lower;
i. The DEBTOR takes act violating the prevailing provision or legal provision that may result in the revocation of the cellular operator permit and
International Direct Line (SLI) of the DEBTOR and directly or indirectly may affect the ability of the DEBTOR to fulfill the obligations
pursuant to the Credit Agreement;
47
j. The DEBTOR is dissolved or liquidated.
k. The DEBTOR is declared neglecting the fulfillment of the obligations to other party the neglect of which according to the consideration of
MANDIRI BANK may affect the ability of the DEBTOR to fulfill the obligation based on this Credit Agreement, and such neglect is not
corrected by the DEBTOR within the period of 30 (thirty) calendar days as of the date of submission of notice on such event by MANDIRI
BANK to the DEBTOR;
l. Indosat International Company BV or other company established especially for the purpose of issuing the debt instruments is declared in default
by the creditors in connection with the issuing of the debt instrument where the DEBTOR acts as the guarantor and such default is not corrected
by the DEBTOR within the period of 30 (thirty) calendar days as of the date of submission of notice on the same provided by MANDIRI BANK
to the DEBTOR.
14.2 If the event of default as set forth in article 14.1 of Credit Agreement, MANDIRI BANK shall be entitled to declare that the
48
Debt is due immediately and payable on lump sum basis by the DEBTOR to MANDIRI BANK without taking into account the Debt Payment as set
forth in article 7 of Credit Agreement provided that the obligations of the DEBTOR arising from the Credit Agreement are still be fulfilled.
The parties agree to waive the enforcement of Article 1266 of Civil Code, especially that requiring that the cancellation of agreement shall be subjected
to the adjudication of the District Court.
14.3 If the DEBTOR is obliged to fulfill the obligations pursuant to the Credit Agreement in a given time and the DEBTOR fails to conduct it, the lapse of
time shall sufficiently serve as the valid evidence of the DEBTOR’s failure so that no summon or other similar document as well as the letter of
warning from the bailiff shall be required.
14.4 If the Debt becomes due as referred to in article 14.2 of the Credit Agreement, MANDIRI BANK shall be entitled to exercise the rights as the creditor
to obtain the Debt return by exercising the rights in accordance with the legal provision and legislation applied to the DEBTOR and/or its assets.
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Article 15
USE OF PAYMENT
15.1 Any sum of money obtained by MANDIRI BANK from the Debt payment and/or the debt settlement from the fund of the DEBTOR at
MANDIRI BANK shall be used with the sequence of priority as follows:
- First : to pay all expenses incurred or paid by MANDIRI BANK pertaining to the exercise of the rights of MANDIRI BANK pursuant
to the Credit Agreement not paid yet by the DEBTOR;
- Second : for the repayment of all penalties arising but not paid yet by the DEBTOR to MANDIRI BANK in connection with the Credit
Agreement;
- Third : for the repayment of all interests arising and/or fee not paid yet by the DEBTOR to MANDIRI BANK in connection with the
Credit Agreement;
- Fourth : for the repayment of total Principal payable by the DEBTOR to MANDIRI BANK in connection with the Credit Agreement;
15.2 If after all liabilities being the expenses of the DEBTOR are paid fully and it is proven that there is still the surplus of sum of money, MANDIRI BANK
will deliver such surplus to the DEBTOR or the party entitled to the same without any obligation of MANDIRI BANK to pay the interest for such
surplus.
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Article 16
TAXES
16.1 All and any sums of money payable by the DEBTOR to MANDIRI BANK pursuant to the Credit Agreement shall be free of, released from and
without deduction or withholding of tax, charges, dues or charges in any form and amount whatsoever.
16.2 If the DEBTOR is required by the Law or legal provision prevailed to deduct or reduce the sum of money payable pursuant to the Credit Agreement, it
shall pay an additional sum to MANDIRI BANK in such amount that after the deduction or reduction MANDIRI BANK will receive from the
DEBTOR an equal sum of money as if there has never been a deduction or reduction.
Article 17
AMENDMENT TO CREDIT AGREEMENT
In the event of amendment to the provisions of Credit Agreement, such amendment shall be set forth in a separate agreement or document signed by the parties,
which agreement or document shall be the integral and inseparable part of the Credit Agreement.
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Article 18
MISCELLANEOUS
18.1 MANDIRI BANK shall be entitled without prior approval from the DEBTOR to assign or transfer in any manner whatsoever part or entire rights and/or
obligations of MANDIRI BANK by providing the Credit Facility based on the Credit Agreement to the financial institution, bank and other creditor
which is implemented sufficiently by notifying in writing to the DEBTOR within the period of at least 30 (thirty) calendar days prior to the date of
assignment or transfer.
-To that interest, the DEBTOR shall presently for the future when the time comes give the power to MANDIRI BANK to provide all data and/or
information required for the financial institution, bank or other creditor.
18.2 MANDIRI BANK shall be obliged without the prior approval from the DEBTOR to blockade/freeze and/or cash and/or debit the fund contained in the
accounts of the DEBTOR at MANDIRI BANK and apply the yield for calculation or compensation of Debt in case of Event of Default as set forth in
article 14.1 of Credit Agreement.
52
18.3 In the event of:
a. increase in expenses required by MANDIRI BANK in maintaining the Credit Facility for the DEBTOR due to the fulfillment of
regulation/provision of Bank Indonesia or other governmental body so that the interest rate applied to the DEBTOR cannot cover the expenses to
incur by MANDIRI BANK, MANDIRI BANK shall notify in writing the amount of such (additional) expenses to be imposed on the DEBTOR
through the notice being an integral and inseparable part of Credit Agreement (“Notice on Expenses Increase”), provided that the DEBTOR may
choose to make negotiation within the period not more than 7 (seven) calendar days as of the date of Notice on Expenses Increase, and if until the
end of period for negotiation no agreement is reached on the amount of (additional) expenses to be imposed on the DEBTOR by MANDIRI
BANK, the DEBTOR has option to repay the Debt within the period of 60 (sixty) calendar days as of the end of period for negotiation as
mentioned above, without any penalty or fine imposed on such accelerated payment.
b. the change in monetary, financial, economic or political matters that may affect the liquidity of MANDIRI BANK or the collectibility degree of
the DEBTOR, both at MANDIRI BANK and other bank(s) decreases to Substandard, Doubtful or Delinquent, the DEBTOR hereby approves the
act taken by MANDIRI BANK to:
(i) adjust/change the interest rate as referred to in article 4.1 of Credit Agreement, and/or
53
(ii) delay the date of withdrawal and/or use of Credit Facility proposed by the DEBTOR; and/or
(iii) decrease the amount of Credit Facility; and/or
(iv) change the providing of Credit Facility as referred to in article 2.1 of Credit Agreement to other currency available at MANDIRI BANK;
and/or
(v) cease the providing of Credit Facility.

In the event MANDIRI BANK will exercise its rights as referred to in article 18.3 letter (b) points (i) through (v) above, it shall first of all notify in
writing the implementation thereof to the DEBTOR, provided that if it will exercise the rights as referred to in article 18.3 letter (b) point (i) above, the
DEBTOR cay choose to make the negotiation within the period not more than 7 (seven) calendar days as of the notice on the adjustment/change of
interest rate, and if until the end of the period
54
for negotiation no agreement is reached on the amount of interest rate to be imposed on the DEBTOR by MANDIRI BANK, the DEBTOR has option
to settle the Debt, as of the end of the period for negotiation as mentioned above, with the calculation of interest rate stipulated by MANDIRI BANK,
without any penalty or fine for the accelerated payment. The notice shall be an integral and inseparable part of the Credit Agreement.
18.4 Deviating from the provision of articles 3 and 7 of the Credit Agreement, MANDIRI BANK shall be entitled to declare that the Debt is due and
therefore the DEBTOR shall be obliged to settle the Debt to MANDIRI BANK in the event of:
a. a legislation or amendment thereto or the enactment of a regulation causing it is invalid for MANDIRI BANK to maintain and/or
perform its obligations as stipulated in the Credit Agreement, at the latest in the period as determined in the relevant regulation or 90
(ninety) days as of the date of acceptance of notice of MANDIRI BANK on the request for settlement, whichever the earlier; or
55
b. a political, economic and social condition that according to MANDIRI BANK is proven disturbing the smooth payment of Debt by the DEBTOR
at the latest in 90 (ninety) days as of the date of acceptance of notice from MANDIRI BANK on the request for repayment.
For the Debt payment based on the provision above the DEBTOR shall not be subjected to penalty or fine as referred to in article 9 of Credit
Agreement.
18.5 If one or more provisions contained in Credit Agreement are declared invalid or unenforceable by the competent Court or considered in contravention
of the prevailing provisions or legislation, other provisions contained in Credit Agreement shall remain valid and binding the parties.
18.6 The credit Agreement shall be valid for the parties and their successors provided that the DEBTOR cannot assign and/nor deliver a right and/or
obligation of the DEBTOR pursuant to the Credit Agreement and/or other agreements in connection with the Credit Agreement without the prior
written approval from MANDIRI BANK.
18.7 The failure and/or delay of MANDIRI BANK to exercise the right, power, authority or privilege hereunder shall not mean that MANDIRI BANK
already releases the rights, power, authority or privilege, and the implementation of all or part of the foregoing hereunder shall not hamper the further
implementation of the same.
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18.8 In the frame of supervision, security and settlement. Repayment of the Credit Facility, MANDIRI BANK may conduct the matters as follows:
a. assign the office of MANDIRI BANK at the DEBTOR’s company;
b. assign a consultant or other party to supervise, give advice and or manage the DEBTOR’S company.
18.9 The DEBTOR shall be obliged to copy all Announcement documents in the State Gazette on the amendment to the Articles of Association in
accordance with Deed Number 38 dated 09-11-2006 (ninth day of November two thousand six) drawn up before AULIA TAUFANI, Sarjana Hukum in
those days substituting SUTJIPTO, Sarjana Hukum, Notary practicing in Jakarta, on the amendment to article 4 paragraphs (2) and (3) in connection
with ESOP II as of the date of 01-07-2006 (first day of July two thousand six) through 30-09-2006 (thirtieth day of September two thousand six).
18.10 The DEBTOR shall be obliged to submit all photocopies of documents of approval from BKPM (Capital Market Supervisory Board) on total exposure
change in accordance with financial statement as per 31-12-2007 (thirty-first day of December two thousand seven).
57
Article 19
POWER
19.1 For the implementation of Debt payment in accordance with the Credit Agreement the DEBTOR hereby gives power and authority to
MANDIRI BANK from time to time to debit the account of the DEBTOR.
19.2 For more secure Debt repayment orderliness as referred to in article 18.2 of Credit Agreement, the DEBTOR at present for the time when necessary,
gives power to MANDIRI BANK to for and on behalf of the DEBTOR cash and/or in other manner debit the fund deposited with each account of the
DEBTOR at MANDIRI BANK.
19.3 Any power given by the DEBTOR based on the Credit Agreement shall serve as the inseparable part of the Credit Agreement and therefore any power
shall be irrevocable and/or cannot be cancelled in any manner whatsoever including any event whatsoever, and the parties declare that articles 1813,
1814 and 1816 of Civil Code shall be invalid so long the Debt pursuant to the Credit Agreement is not yet declared settled entirely.
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Article 20
JURISDICTION
Regarding the Credit Agreement and its all consequences as well as implementation thereof, MANDIRI BANK and the DEBTOR choose their permanent
domicile in the Registrar Office of District Court of South Jakarta in Jakarta, without prejudice the right of MANDIRI BANK to sue the DEBTOR before other
court within the territory of the Republic of Indonesia pursuant to the prevailing legal provision.
-The appearers hereby declare to ensure the truth of their identities in accordance with the identity card submitted to me, Notary and be fully responsible for the
same and furthermore the appearers also declare that they have understood the content hereof.
IN WITNESS WHEREOF
-This deed is made as minute and read out as well as authenticated in Jakarta, on the day and date as mentioned at the preamble of this deed in the presence of:
1. -Mrs. INDAH FATMAWATI, Sarjana Hukum, born in Jakarta dated 28-07-1959 (twenty-eighth day of July one thousand nine hundred fifty nine),
Indonesian National, residing in South Jakarta, Tebet Timur Dalam VI K/4, Rukun Tetangga 003, Rukun Warga 006, Village of Tebet Timur,
2. -Mrs. SITI RUMANDANG BULAN LUBIS, Sarjana Hukum, Magister Notary, born in Medan, dated 31-01-1978 (thirty-first
day of January one thousand nine hundred seventy eight), Indonesian National, residing in East Jakarta, Jalan Cemara F/43, CJT II, Rukun Tetangga
004, Rukun Warga 004, Village of Gedong, Sub-district of Pasar Rebo.
59
both are assistants Notary, as witnesses.
Remembering that this deed is already discussed by the parties accordingly, the reading out thereof is only made globally or on the summary thereof by me,
Notary to the appearers and witnesses, and the deed was immediately signed by the appearers, witnesses and me, Notary.
-Done without any alteration.
-ISSUED AS TENOR.
60
Exhibit 15.8
FIRST AMENDMENT TO THE CREDIT AGREEMENT
- Number : 65.
- At 15.05 (five past fifteen) West Indonesia Time.
- On this day, Tuesday, 30-10-2007 (thirtieth of October two thousand and seven).
- Appeared before me, Mrs. POERBANINGSIH ADI WARSITO, Sarjana Hukum, Notary in Jakarta, in the presence of witnesses known to me, Notary, and
whose names shall be mentioned at the end of this deed:
I. Mrs. DHALIA ARIOTEDJO, born in Slangor, on 15-12-1957 (fifteenth of December one thousand nine hundred and fifty seven), Indonesian Citizen,
Director of the Company to be mentioned below, residing in South Jakarta, at Jalan Anggur III/30 B, Neighborhood Ward 012, Neighborhood Block 006,
Cipete Selatan Sub-district, Cilandak District.
Holder of Identity Card number : 09.5306.551257.0526.
According to her statement in this matter acting:
a. In her aforementioned capacities.
b. By virtue of the power of attorney privately drawn up dated 24-10-2007 (twenty-fourth of October two thousand and seven) Number :
355/ST/DIR/2007, duly stamped and the original of which was presented to me, Notary, from and therefore, for and on behalf as well as lawfully
representing:
Mister ANTONY BRENT ELAM, Director of the Company to be mentioned below, residing in Jakarta.
The Attorney and Principal of which in this matter represented respectively acting in their aforementioned capacities therefore jointly representing
the Board of Directors of and therefore acting for and on behalf of as well as lawfully representing PT BANK CENTRAL ASIA Tbk, domiciled and
having its registered office in Jakarta, the articles of association of which and the amendments thereto have been announced in the Official Gazette
of the Republic of Indonesia consecutively:
- on 14-04-2000 (fourteenth of April two thousand) number : 30, Supplement number : 1871;
- on 10-07-2001 (tenth of July two thousand and one) number : 55, Supplement number : 273;
- on 04-09-2001 (fourth of September two thousand and one) number : 71, Supplement number : 345;
- on 25-06-2002 (twenty-fifth of June two thousand and two) number : 51, Supplement number : 438;
- on 23-08-2002 (twenty-third of August two thousand and two) number : 68, Supplement number : 602;
- on 18-02-2003 (eighteenth of February two thousand and three) number : 14, Supplement number : 132;
- on 20-02-2007 (twentieth of February two thousand and seven) number : 15, Supplement number : 185;
- PT BANK CENTRAL ASIA Tbk, hereinafter referred to as:
BCA.
II. Mr. JOHNNY SWANDI SJAM, born in Jakarta, on 15-08-1960 (fifteenth of August one thousand nine hundred and sixty), Indonesian Citizen, the
President Director of the company to be mentioned below, residing in East Jakarta, at Jalan Pulo Asem I number : 10, Neighborhood Ward 003,
Neighborhood Block 001, Jati Sub-district, Pulo Gadung District.
- Holder of Identity Card number : 09.5402.150860.0425.
- According to his statement in this matter acting in his aforementioned capacity, therefore representing the Board of Directors, while in order to take
the legal action herein according to his statement has obtained the approval from the Board the Commissioners of the Company to be mentioned
below, all of the foregoing as described in the Circular Resolution of the Board of Commissioners of PT Indosat Tbk In Lieu of The Board of
Commissioners Meeting privately drawn up dully stamped dated 12-03-2007 (twelfth of March two thousand and seven) Number : 01/12-03-07 the
original of which was presented to me, Notary, from and therefore for and on behalf of as well as lawfully representing PT INDOSAT Tbk,
domiciled in Jakarta the articles of association of which have been changed several time under:
- deed dated 08-03-2004 (eighth of March two thousand and four) number : 7, drawn up before me, Notary, report of the amendments to the articles
of association of which has been received and registered in the Database of Sisminbakum the Directorate General of General Law Administration of
the Ministry of Justice and Human Rights of the Republic of Indonesia dated 08-03-2004 (eighth of March two thousand and four) number :
C-05582 HT.01.04.TH.2004;
- deed dated 30-09-2004 (thirtieth of September two thousand and four) number : 145, drawn up before AULIA TAUFANI, Sarjana Hukum, at that
time the substitute of SUTJIPTO, Sarjana Hukum, Notary in Jakarta, which has obtained approval from the Ministry of Justice and Human Rights of
the Republic of Indonesia under its letter dated 02-12-2004 (second of December two thousand and four) number : C-29270 HT.01.04.TH.2004 and
report of the amendments to the articles of association of which has been received and registered in the Database Sisminbakum the Directorate
General of General Law Administration of the Ministry of Justice and Human Rights of the Republic of Indonesia dated 08-12-2004 (eighth of
December two thousand and four) number : C-29786 HT.01.04 TH.2004;
- deed dated 24-12-2004 (twenty-fourth of December two thousand and four) number : 141, drawn up before AULIA TAUFANI, Sarjana Hukum, at
that time the substitute of SUTJIPTO, Sarjana Hukum, Notary in Jakarta, the deed of which its notification has been received and registered in the
Database Sisminbakum the Directorate General of General Law Administration of the Ministry of Justice and Human Rights of the Republic of
Indonesia dated 04-01-2005 (fourth of January two thousand and five) number : C-00088 HT.01.04.TH.2005;
- deed dated 14-01-2005 (fourteenth of January two thousand and five) number : 79, drawn up before AULIA TAUFANI, Sarjana Hukum, at that
time the substitute of SUTJIPTO, Sarjana Hukum, Notary in Jakarta, report of the amendments to its articles of association has been received and
registered in the Database of Sisminbakum the Directorate General of General Law Administration of the Ministry of Justice and Human Rights of
the Republic of Indonesia dated 04-02-2005 (fourth of February two thousand and five) number : C-03065 HT.01.04.TH.2005;
- deed dated 28-04-2005 (twenty-eighth of April two thousand and five) number : 150, drawn up before AULIA TAUFANI, Sarjana Hukum, at that
time the substitute of SUTJIPTO, Sarjana Hukum, Notary in Jakarta, the deed of which its notification has been received and registered in the
Database of Sisminbakum of the Directorate General of General Law Administration of the Ministry of Justice and Human Rights of the Republic of
Indonesia dated 19-05-2005 (nineteenth of May two thousand and five) number : C-13673 HT.01.04.TH.2005;
- dated 22-07-2005 (twenty-second of July two thousand and five) number : 157, drawn up before AULIA TAUFANI, Sarjana Hukum, at that time
the substitute of SUTJIPTO, Sarjana Hukum, Notary in Jakarta, the deed of which its notification has been received and registered in the Database
of Sisminbakum the Directorate General of General Law Administration of the Ministry of Justice and Human Rights of the Republic of Indonesia
dated 08-08-2005 (eighth of August two thousand and five) number : C-21968 HT.01.04.TH.2005;
- deed dated 21-10-2005 (twenty-first of October two thousand and five) number : 145, drawn up before AULIA TAUFANI, Sarjana Hukum, at that
Database of Sisminbakum the Directorate General of General Law Administration of the Ministry of Justice and Human Rights of the Republic of
Indonesia dated 02-12-2005 (second of December two thousand and five) number : C-32142. HT.01.04.TH.2005;
- dated 21-10-2005 (twenty-first of October two thousand and five) number : 146, drawn up before AULIA TAUFANI, Sarjana Hukum, at that time
dated 16-12-2005 (sixteenth of December two thousand and five) number : C-33508. HT.01.04.TH.2005;
- deed dated 23-01-2006 (twenty-third of January two thousand and six) number : 122, drawn up before AULIA TAUFANI, Sarjana Hukum, at that
Indonesia dated 15-02-2006 (fifteenth of February two thousand and six) number : C-04216. HT.01.04.TH.2006;
- deed dated 05-05-2006 (fifth of May two thousand and six) number : 31, drawn up before SUTJIPTO, Sarjana Hukum, Notary in Jakarta, the deed
of which its notification has been received and registered in the Database of Sisminbakum the Directorate General of General Law Administration
of the Ministry of Justice and Human Rights of the Republic of Indonesia dated 02-06-2006 (second of June two thousand and six) number :
C-16129. HT.01.04.TH.2006;
- deed dated 21-09-2006 (twenty-fist of September two thousand and six) number : 129, drawn up before AULIA TAUFANI, Sarjana Hukum, at that
Indonesia dated 05-10-2006 (fifth of October two thousand and six) number : W7-HT.01.04-1787;
- deed dated 09-11-2006 (ninth of November two thousand and six) number : 38, drawn up before AULIA TAUFANI, Sarjana Hukum, at that time
dated 28-11-2006 (twenty-eighth of November two thousand and six) number : W7-HT.01.04-4134;
The last composition of the Board of Directors and the Board of Commissioners as set forth in the deed dated 05-06-2007 (fifth of June two thousand and
seven) number : 17, drawn up before AULIA TAUFANI, Sarjana Hukum, at that time the substitute of SUTJIPTO, Sarjana Hukum, Notary in Jakarta.
PT INDOSAT Tbk hereinafter referred to as : DEBTOR
The appearers respectively acting in their aforementioned capacities, state first in this deed:
A. Whereas the DEBTOR has obtained Credit Facility from BCA in the form of investment credit facility up to the maximum principal amount of Rp.
1,600,000,000,000.00 (one trillion six hundred billion Rupiah) as described in the deed of Credit
10
Agreement number : 75 dated 28-08-2007 (twenty-eighth of August two thousand and seven), drawn up before me, Notary (hereinafter the deed of
Credit Agreement including its each amendments, extension and renewal shall referred to as “Credit Agreement”).
B. Whereas by its letter dated 19-09-2007 (nineteenth of September two thousand and seven) Number : 7902/GKB/2007, BCA has submitted Credit
Extension Offering Letter (SPPK) for additional investment credit facility of RP. 400,000,000,000.00 (four hundred billion Rupiah) in which the
DEBTOR has then agreed to obtain an additional principal amount of the aforementioned investment credit facility on 20-09-2007 (twentieth of
September two thousand and seven).
Based on the aforementioned matters, BCA and the DEBTOR agree to amend the terms and conditions of the Credit Agreement by executing the deed of this
First Amendments to the Credit Agreement (“First Amendments to the Credit Agreement”), under the following terms and conditions:
11
Article 1
BCA and the DEBTOR agree and covenant to amend several terms and conditions set forth in the Credit Agreement as follows:
1. To amend the definition of “Credit Facility” as set forth in article 1 of Credit Agreement, so that hereinafter it shall read as follows:
“Credit Facility” shall be the First Phase Investment Credit Facility and the Second Phase Investment Credit Facility approved by BCA to be extended to
the DEBTOR as described in article 2 of Credit Agreement based on the terms and conditions hereof.
2. To amend the provisions of article 2.1 of Credit Agreement, so that hereinafter it shall read as follows:
With due observance terms and conditions of the Credit Agreement, BCA agrees to extend Credit Facility to the DEBTOR in the form of investment
credit facility up to a maximum principal amount of Rp. 2,000,000,000,000.00 (two trillion Rupiah) comprising:
st
a. 1 phase investment credit facility, with a maximum principal amount of Rp. 1,600,000,000,000.00 (one trillion six hundred billion Rupiah)
(hereinafter referred to as the “First Phase Investment Credit Facility”);
12
nd
b. 2 phase investment credit facility, with a maximum principal amount of Rp. 400,000,000,000.00 (four hundred billion Rupiah) (hereinafter
referred to as the “Second Phase Investment Credit Facility”);
With due observance the terms and conditions of the Credit Agreement, the Credit Facility Withdrawal period shall be stipulated as follows:
a. For the First Phase Investment Credit Facility, shall be from 28-08-2007 (twenty-eighth of August two thousand and seven) and ended on
28-10-2007 (twenty-eighth of October two thousand and seven);
b. For the Second Phase Investment Credit Facility, shall be from today’s date, 30-10-2007 (thirtieth of October two thousand and seven) and
ended on 31-12-2007 (thirty-first of December two thousand and seven).
13
4. To amend the provisions of article 4.4 sub-article (a) of Credit Agreement, so that hereinafter it shall read as follows:
a. Provisions in the amount of 0.25% (zero point twenty-five percent) calculated from each:
(i) Amount of First Phase Investment Credit Facility which must be paid 1 (one) time namely, on the withdrawal of the First Phase Investment
Credit Facility; and
(ii) Amount of Second Phase Investment Credit Facility, which must be paid 1 (one) time namely, on the withdrawal date of the Second Phase
Investment Credit Facility.
7.1. Debt payment must be conducted by the DEBTOR in the same currency as Credit Facility extended by BCA and must has been received effectively
by BCA in its branch office at Jalan Jenderal Sudirman Kaveling 22-23, Jakarta, by no later than at 14.00 (fourteen) hours of local time at every first
anniversary date of the First Phase Credit Facility withdrawal each year, provided that the provisions of schedule and installment payment amount
(hereinafter referred to as “List of Installment”) as follows:
st
- 1 (first) Anniversary of the first withdrawal date of First Phase Credit Facility : 10% (ten percent) of total principal amount of Credit
Facility withdrawn;
14
nd
- 2 (second) Anniversary of the first withdrawal date of First Phase Credit Facility : 10% (ten percent) of total principal amount of Credit
Facility withdrawn;
rd
- 3 (third) Anniversary of the first withdrawal date of First Phase Credit Facility : 15% (fifteen percent) of total principal amount of Credit
Facility withdrawn;
th
- 4 (fourth) Anniversary of the first withdrawal date of First Phase Credit Facility : 15% (fifteen percent) of total principal amount of Credit
Facility withdrawn;
th
- 5 (fifth) Anniversary of the first withdrawal date of First Phase Credit Facility : 50% (fifty percent) of total principal amount of Credit
Facility withdrawn;
15
Article 2
All terms and conditions as stipulated in the Credit Agreement shall remain in effect and shall bind BCA and the DEBTOR, except specifically concerning
matters set forth in the First Amendments to the Credit Agreement, so that the First Amendment to the Credit Agreement and the Credit Agreement or the Credit
Agreement and the First Amendments to the Credit Agreement shall constitute an inseparable covenant and agreement.
Article 3
The First Amendments to this Credit Agreement shall become effective as of the date the First Amendments to this Credit Agreement is signed by BCA and the
DEBTOR.
- The appearers state hereby to secure the accuracy the appearers’ identity in accordance with the identity cards presented to me, Notary and shall be fully
responsible for the aforementioned matter and subsequently the appearers also state that they have understood the contents of this deed.
- Based on the aforementioned matters,
16
In witness whereof,
this Deed was drawn up as a minutes and read out as well as executed in Jakarta on the day and date mentioned in the preamble of this deed in the presence of:
1. Mrs. INDAH FATMAWATI, Sarjana Hukum, born in Jakarta, on 28-07-1959 (twenty-eighth of July one thousand nine hundred and fifty-nine),
Indonesian Citizen, residing in South Jakarta, at Tebet Timur Dalam VI K/4, Neighborhood Ward 003, Neighborhood Block 006, Tebet Timur
Sub-district, Tebet District, Holder of Identity Card number : 09.5007.680759.0199.
2. Mrs. DIYAH SUWATI, born in Solo, on 26-10-1964 (twenty-sixth of October one thousand nine hundred and sixty-four), Indonesian Citizen,
private person, residing in Tangerang, at Jalan Talas II, Pondok Cabe Ilir, Neigborhood Ward 02, Neighborhood Block 01, Pondok Cabe Ilir
Sub-district, Pamulang District. Holder of Identity Card number : 3219222004.1786503. Temporarily being in Jakarta.
Both are Assistant to the Notary, as witnesses.
17
-Upon having been read out by me, Notary, to the appearers and witnesses, this deed was forthwith signed by the appearers, witnesses and me, Notary.
-Drawn up with one deletion and replacement.
- The Minutes of this Deed have been duly signed.
= ISSUED AS A TRUE COPY =
[Signed and stamped on one Rp.6,000 stamp duty; stamp reads:

Mrs. POERBANINGSIH ADI WARSITO, SH. NOTARY
IN JAKARTA]
18
Exhibit 15.9
CREDIT AGREEMENT
-Number: 02.
-At 17.00 WIB (seventeen o’clock Western Indonesia Time).
-On this day Thursday, dated 01-11-2007 (first day of November two thousand seven.
I. Mr. SCOTT ARMSTRONG, born in Australia, dated 22-06-1961 (twenty-second day of June one thousand nine hundred sixty one), Australian Citizen,
President Director of the company to mention hereinbelow, temporarily staying in Jakarta.
-Holder of Australian Passport number: E1002668.
-According to his statement in this matter acting in his capacity as mentioned above therefore validly representing the Board of Directors of and thereby
for and on behalf of as well as representing PT BANK DBS INDONESIA, having its domicile and head office in Jakarta, which amendment to the
articles of association thereof was already publicized in the States Gazette of the Republic of Indonesia respectively:
- dated 11-01-2000 (eleventh day of January two thousand) number: 3, Supplement number: 126;
- dated 29-12-2000 (twenty-ninth day of December two thousand) number: 104, Supplement number: 384;
- dated 31-10-2000 (thirty-first day of October two thousand) number: 87, Supplement number: 6615;
- dated 21-01-2003 (twenty-first day of January two thousand three) number: 6, Supplement number: 54;
- dated 04-07-2003 (fourth day of July two thousand three) number: 53, Supplement number: 5249;
- dated 24-03-2005 (twenty-fourth day of March two thousand five) number: 24, Supplement number: 2998;
which Articles of Association is recently amended by virtue of deed dated 04-08-2005 (fourth day of August two thousand five) number 14 drawn up
before ELIWATI TJITRA, Sarjana Hukum, Notary practicing in Jakarta, which report thereof was already received and recorded in Database of
Corporate Body Administration System of Directorate General of General Legal Administration of Ministry of Law and Human Rights of the Republic
of Indonesia as evidenced in the letter dated 15-08-2005 (fifteenth day of August two thousand five) number: C-22715.HT.01.04.TH.2005. The recent
composition of the Board of Directors and Commissioner Board shall be those as evidenced in deed dated 31-08-2007 (thirty-first day of August two
thousand seven) drawn up before ELIWATI TJIRTA, Sarjana Hukum, Notary practicing in Jakarta.
-The said PT BANK DBS INDONESIA shall hereinafter be referred to as “DBS”.
II. -Mr. JOHNNY SWANDI SJAM, born in Jakarta, dated 15-08-1960 (fifteenth day of August one thousand nine hundred sixty), Indonesian National,
President Director of the company to mention hereinbelow, residing in East Jakarta, Jalan Pulo Asem I Number 10, Rukun Tetangga 003, Rukun Warga
001, Village of Jati, Sub-district of Pulo Gadung.
-According to his statement in this matter acting in his capacity as mentioned above thereby representing the Board of Directors, whereas to take legal
act hereinbelow according to his statement he has already obtained approval from the Commissioners Board of the Company to mention herenbelow,
all of the foregoing as evidenced in Circular Resolution Of The Board Of Commissioners of PT Indosat Tbk In Lieu Of The Board of Commissioners
Meeting made privately dated 12-03-2007 (twelfth day of March two thousand seven) Number: 01/12-03-07 which original thereof is produced to me,
Notary, of and thereby for and on behalf of as well as validly representing PT INDOSAT Tbk, having its domicile in Jakarta which articles of
association was already amended several times by virtue of:
- deed dated 08-03-2004 (eighth day of March two thousand four) Number: 7, drawn up before me, Notary, which report of amendment to the
articles of association was already received and registered with the Database of Corporate Body Administration System of Directorate General of
General Legal Administration of Ministry of Law and Human Rights of the Republic of Indonesia dated 08-03-2004 (eighth day of March two
thousand four) number: C-05582.HT.01.04.TH.2004;
- deed dated 30-09-2004 (thirtieth day of September two thousand four) Number 145, drawn up before AULIA TAUFANI, Sarjana Hukum, in
those day substitute of SUTJIPTO, Sarjana Hukum Notary practicing in Jakarta, which was already approved by the Minister of Law and Human
Rights of the Republic of Indonesia by his letter dated the second day of December two thousand four (02-12-2004) Number:
C-29270.HT.01.04.TH.2004 and which report on the amendment to articles of association thereof was already received and registered with
Database of Corporate Body Administration System of Ministry of Justice and Human Rights of the Republic of Indonesia dated the eighth day
of December two thousand four (8-12-2004) Number: C-29786.HT.01.04.TH.2004;
- deed dated 24-12-2004 (twenty-fourth day of December two thousand four) Number 141, drawn up before AULIA TAUFANI, Sarjana Hukum,
Database of Corporate Body Administration System of Ministry of Justice and Human Rights of the Republic of Indonesia dated the fourth day
of January two thousand five (04-01-2005) Number: C-00088.HT.01.04.TH.2005;
- deed dated the fourteenth day of January two thousand five (14-01-2005) Number 79, drawn up before AULIA TAUFANI, Sarjana Hukum, in
those day substitute of SUTJIPTO, Sarjana Hukum Notary practicing in Jakarta, which report on the amendment to articles of association thereof
was already received and registered with Database of Corporate Body Administration System of Ministry of Justice and Human Rights of the
Republic of Indonesia dated the fourth day of February two thousand five (4-2-2005) Number: C-03065.HT.01.04.TH.2005;
- deed dated the twenty-eighth day of April two thousand five (28-4-2005) Number 150, drawn up before AULIA TAUFANI, Sarjana Hukum, in
those day substitute of SUTJIPTO, Sarjana Hukum Notary practicing in Jakarta, which notice thereof was already received and registered with
Database of Corporate Body Administration System of Ministry of Justice and Human Rights of the Republic of Indonesia dated the nineteenth
day of May two thousand five (19-5-2005) Number: C-13673.HT.01.04.TH.2005;
- deed dated 22-07-2005 (twenty-second day of July two thousand five) Number 157, drawn up before AULIA TAUFANI, Sarjana Hukum, in
Database of Corporate Body Administration System of Ministry of Justice and Human Rights of the Republic of Indonesia dated 08-08-2005
(eighth day of August two thousand five) Number: C-21968.HT.01.04.TH.2005;
- deed dated 21-10-2005 (twenty-first day of October two thousand five) Number 145, drawn up before AULIA TAUFANI, Sarjana Hukum, in
Database of Corporate Body Administration System of Ministry of Justice and Human Rights of the Republic of Indonesia dated the second day
of December two thousand five (2-12-2005) Number: C-32142.HT.01.04.TH.2005;
- deed dated 21-10-2005 (twenty-first day of October two thousand five) Number 146, drawn up before AULIA TAUFANI, Sarjana Hukum, in
Database of Corporate Body Administration System of Ministry of Justice and Human Rights of the Republic of Indonesia dated the sixteenth
day of December two thousand five (16-12-2005) Number: C-33508.HT.01.04.TH.2005;
- deed dated 23-01-2006 (twenty-third day of January two thousand six) Number 122, drawn up before AULIA TAUFANI, Sarjana Hukum, in
Database of Corporate Body Administration System of Ministry of Justice and Human Rights of the Republic of Indonesia dated the fifteenth
day of February two thousand six (15-2-2006) Number: C-04216.HT.01.04.TH.2006;
- deed dated 05-05-2006 (fifth day of May two thousand six) Number 31, drawn up before AULIA TAUFANI, Sarjana Hukum, in those day
Corporate Body Administration System of Ministry of Justice and Human Rights of the Republic of Indonesia dated the second day of June two
thousand six (02-06-2006) Number: C-16129.HT.01.04.TH.2006;
- deed dated 21-09-2006 (twenty-first day of September two thousand six) Number 129, drawn up before AULIA TAUFANI, Sarjana Hukum, in
Database of Corporate Body Administration System of Ministry of Justice and Human Rights of the Republic of Indonesia dated the fifth day of
October two thousand six (05-10-2006) Number: W7-HT.01.04.1787;
- deed dated 09-11-2006 (ninth day of November two thousand six) Number 38, drawn up before AULIA TAUFANI, Sarjana Hukum, in those
Database of Corporate Body Administration System of Ministry of Justice and Human Rights of the Republic of Indonesia dated the
twenty-eighth day of November two thousand six (28-11-2006) Number: W7-HT.01.04.4134;
The recent composition of the Board of Directors and Commissioner Board shall be as evidenced in deed dated 05-06-2007 (fifth day of June two
thousand seven) number 17, drawn up before AULIA TAUFANI, Sarjana Hukum, in those day substituting SUTJIPTO, Sarjana Hukum, Notary
practicing in Jakarta.
-the said PT INDOSAT Tbk shall hereinafter be referred to as: DEBTOR.
DBS and DEBTOR hereby have agreed to enter into Credit Agreement under the terms and conditions as follows:
Article 1
DEFINITION
For the interest of the Credit Agreement, every terminology hereinbelow shall have the meaning as described below:
“Tolerable Collateral and Guarantee” shall mean:
(i) Collateral and Guarantee of the DEBTOR or Subsidiary already existed provided that if it is the assets that was made as the Collateral and
Guarantee object, such assets can be encumbered again as the Collateral and Guarantee for the interest of the party other than DBS.
(ii) The Collateral and Guarantee provided for the tender or deposit process or to guarantee import duty or lease cost payments;
(iii) Collateral and guarantee provided to secure the certain liabilities in connection with the account payable of the DEBTOR or its Subsidiary
commonly made in its daily respective business;
(iv) Collateral and Guarantee relating to the reserving of the outstanding tax;
(v) Collateral and Guarantee to finance the assets acquisition through the credit in general, export credit or supplier or vendor or capital lease where
the assets will be the object of the Collateral and Guarantee for such financing; and
(vi) Collateral and Guarantee provided in the frame of financing the cooperation project of the DEBTOR or Subsidiary with other party where the
financing where that project is provided by other party (including the party with whom the DEBTOR and Subsidiary will cooperate);
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(vii) Collateral and Guarantee provided in the frame of tender process to implement the project conducted by the DEBTOR and/or Subsidiary.
“Subsidiary” shall mean the companies which:
(a) shares both directly or indirectly are controlled over by the DEBTOR at least 50% (fifty percent) of total shares issued by the relevant company;
and
(b) financial statement is consolidated to the DEBTOR in accordance with the financial accounting standard prevailed in Indonesia;
“Credit Facility Withdrawal Deadline” shall mean the period of credit facility withdrawal permitted by DBS for the DEBTOR.
“Credit Facility” shall mean the term loan facility approved by DBS for the DEBTOR as described in article 2 of the Credit Agreement under the Credit
Agreement terms and conditions.
“Working Days” shall mean the day when the branch office of DBS where the Credit Facility is managed opens and conducts the banking service for the public.
“JIBOR” or “Jakarta Inter Bank Offered Rate” shall mean the interest rate in inter bank money market in Jakarta as publicized by Reuters in Reuters Screen at
11.00 (eleven) a.m of local time 3 (three) Working Days prior to the commencement of Interest Term
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indicating the inter main bank(s) interest bank in Jakarta being the reference to determine the loan interest rate in Rupiah currency for the period of 3 (three)
months, and for the interest of this Credit Agreement, JIBOR interest rate up to 1/1000 (one per mill) will be rounded up. In connection therewith the Reference
Bank shall mean the head offices in Jakarta of Citibank NA, Bank of Tokyo Mitsubishi UFJ Ltd, The Hongkong Shanghai Banking Corporation Ltd, Standard
Chartered PLC, JP Morgan Chase Bank NA and ABN Amro Bank NV.
“Event of Default” shall mean an act or event as referred to in article 14 of Credit Agreement.
“Encumbrance” shall mean the encumbrance provided by the DEBTOR to secure anything owed by Indosat International Finance Company BV in connection
with the issue of the debt instrument in the name of Indosat International finance Company BV or other company specially established to issue the debt
instruments under the terms and conditions as follows:
- DEBTOR does not violate the financial ratio as set forth in article 12.10 of Credit Agreement; and
- DEBTOR’s liability relating to the Encumbrance is equal (paripassu) and related to the cross default to the liabilities of the DEBTOR to DBS
pursuant to the Credit Agreement.
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“Interest Term” shall mean a period of validity of the interest rate and interest calculation namely every 3 (three) months under the conditions as follows:
(i) the first calculation of the Interest Term shall commence from the date of the first Credit Facility withdrawal and end on the same date of 3
(three) subsequent months; and
(ii) the subsequent calculation of Interest Term shall commence as of the date of expiry of the previous Interest Term and end through the same date
of the subsequent 3 (three) months; and
(iii) the calculation of the last Interest Term shall commence as of the date of expiry of the previous Interest Term and end until the date of the
payment of the last principal installment.
(iv) Calculation of Interest Term on the Credit Facility withdrawal made after the First Credit Facility Withdrawal (in the event the Credit Facility is
withdrawn through more than once withdrawal) shall commence as of the date of withdrawal through the last day of Interest Term on the first
Credit Facility withdrawal.
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“Credit Agreement” shall mean this agreement together with all extensions, amendments and/or additions.
“Interest Payment Date” shall mean the date when the DEBTOR is obliged to make the interest payment namely each last date of an Interest Term.
“Debt” shall mean all moneys owed by the DEBTOR in a period to DBS pursuant to the Credit Agreement comprising total principal, interest, fee, penalty,
charges and/or other liabilities hereunder.
Article 2
AMOUNT AND OBJECTIVE OF USE OF CREDIT FACILITY
2.1 By taking into account the terms and conditions of Credit Facility, DBS approves to provide the Credit Facility for the DEBTOR in terms of Term Loan
facility up the amount of maximum principal amounting to Rp 500,000,000,000.00 (five hundred billion rupiah).
2.2 The DEBTOR has hereby approved the amount of the said Credit Facility.
2.3 The said Credit Facility shall be used to finance the capital expenditure of the DEBTOR for telecommunication service business;
The DEBTOR shall be responsible for the truth of the use of the said Credit Facility.
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Article 3
DEADLINE OF CREDIT FACILITY WITHDRAWAL
3.1 By taking into account the terms and conditions of this Credit Agreement, the Deadline of Credit Facility Withdrawal shall be as of the date of signing
of this Credit Agreement and end 3 (three) months after the date of signing of Credit Agreement.
3.2 After the end of Deadline of Credit Facility Withdrawal as described in article 3.1, DBS shall have no obligation any longer to provide the Credit
Facility for the DEBTOR.
3.4 In the event of lapse of Credit Facility Withdrawal Period and DBS at its discretion has approved the extension of Deadline for Credit Facility
Withdrawal but the deed of amendment to the Credit Agreement is not signed yet, DBS shall deliver the notice on extension of Credit Facility
Withdrawal Term (“Notice”) valid for the term as contained in such Notice.
In the event the DEBTOR approves the extension as contained in the Notice, the Credit Facility withdrawn during the period as contained in the Notice
shall be the Debt subjected to the terms and conditions of the Credit Agreement.
The DEBTOR hereby approves to sign the deed of amendment to Credit Agreement on the further extension of the Credit Withdrawal Deadline as
referred in the Notice immediately after being requested by DBS.
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The notice shall be an integral and inseparable part hereof.
Article 4
INTEREST AND FEE
4.1 For each outstanding loan pursuant to the Credit Agreement, the DEBTOR shall be obliged to pay interest by:
- 9.70% (nine point seventy percent) per annum flat valid for the first 1 (one) year;
- 10.40% (ten point forty percent) per annum flat valid for the second 1 (one) year;
- The Reference Rate plus 1.50% (one point five percent) per annum valid for the third through the fifth year, where the Reference Rate shall mean
the average JIBOR of three months stipulated 3 (three) Working Days prior to the current Interest Term;
calculated from the amount of Credit Facility already withdrawn and not repaid yet by the DEBTOR.
4.2 The interest calculation shall be made on daily basis based on the fixed denominator 360 (three hundred sixty) days in a year and be paid in full to DBS
on the Interest Payment Date by debiting the account of the DEBTOR opened at DBS and then DBS will debit the account of DEBTOR existed at DBS
or in other manner agreed by the parties, provided that the Interest Payment Date shall not exceed the date when the Credit Facility is obliged to repaid.
16
4.3 In connection with the use of the reference rate in the third, fourth and fifth years, the DEBTOR agrees that if JIBOR is not available at all or is not
available completely, DBS will review the interest rate formula already set forth in the Credit Agreement, including the reference rate and margin
without the approval from the DEBTOR provided as follows:
(i) In the event DBS will exercise its rights, it shall notify in writing the amount of the interest rate that will be applied to the DEBTOR through the
notice being an integral and inseparable part of the Credit Agreement (“Notice”) provided that the DEBTOR can choose to conduct negotiation
within the period of not more than 7 (seven) calendar days as of the date of such Notice;
(ii) If through the end of the period of negotiation no agreement is reached on the interest rate applied to the Credit Facility:
a. the interest rate prevailed to the Credit Facility shall be in accordance with the interest rate stipulated by DBS until the re-availability of
JIBOR reference; or
17
b. The DEBTOR has the option to repay the Debt in the period of 60 (sixty) calendar days as of the end of the period to make negotiation as
referred to in point (i) above, provided that the amount of the interest rate applied to the Credit Facility through the Debt repayment shall
be that stipulated by DBS as referred to in point (a) above without being subjected to the penalty or fine of the accelerated payment.
4.4 Upon the Credit Facility providing, the DEBTOR shall be obliged to pay to DBS the fee by 0.175% (zero point one hundred seventy five percent)
calculated from total Credit Facility provided. Such fee shall only be paid once namely at the latest on the date of the first Credit Facility withdrawal.
4.5 The payments of the fee shall be made by debiting the account of the DEBTOR at DBS or in other manner agreed by the parties.
4.6 To debit such account, the DEBTOR shall give power to DBS as described in article 19.1 of Credit Agreement.
4.7 If the Date of Payment of Interest and/or fee payment date falls not on the Working Day, the DEBTOR shall be obliged to provide the fund in its
account at DBS for the interest of the payment of such interest and/or fee on the previous Working Day.
18
4.8 If the Credit Agreement is already signed but the Credit Facility is not used by the DEBTOR or the Debt is due because of the reasons as mentioned in
articles 14.2, 18.3 and 18.4 of the Credit Agreement, DBS shall not be liable to repay to the DEBTOR the fee (front end fee) already paid by the
DEBTOR to DBS.
Article 5
PROVING OF DEBT
The bookkeeping and notes already and will be made by DBS shall serve as the complete and perfect evidence on the Debt and they will bind the DEBTOR
unless provable otherwise.
Article 6
CREDIT FACILLITY WITHDRAWAL REQUIREMENTS
6.1 This Credit Agreement can be withdrawn by the DEBTOR on any Working Day if the DEBTOR has fulfilled the requirements as follows:
a. The DEBTOR has submitted to DBS:
- the photocopy declared as in accordance with the original of the articles of association of the DEBTOR together with the amendment
thereto;
- other documents required by DBS namely Taxpayer Reference Number, Company Registration Certificate and operational permit;
19
- corporate approval required in connection with the signing of the Credit Agreement;
b. The DEBTOR has opened a bank account at DBS;
c. The DEBTOR has paid the entire expenses required in connection with the signing of the Credit Agreement;
d. No Event of Default is occurring or there is an act or event causing the Event of Default or an act or event which by this notice or lapse of time or
both of them is an Event of Default; and
e. The matters declared in the Declaration as referred to in article 11 of this Credit Agreement shall be correct and is in accordance with the reality.
6.2 The DEBTOR shall fulfill the special provisions on the method to withdraw the Credit Facility namely as follows:
a. DEBTOR submits the request for Credit Facility withdrawal at least 5 (five) Working Days prior to the date of Credit Facility withdrawal already
planned;
b. The Credit Facility Withdrawal shall be made within the Deadline of the withdrawal as referred to in article 3.1 of the Credit Agreement.
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Article 7
DEBT PAYMENT
7.1 The Debt payment shall be made by the DEBTOR in the same currency as the Credit Facility provided by DBS and shall be effectively received by
DBS in its head office at the latest at 14.00 (fourteen) local time on each date of payment of Credit Facility principal installment in accordance with the
schedule of the installment hereinbelow (“Installment Schedule”) provided that the schedule and amount of the installment payment shall be as follows:
st
- the 1 (first) anniversary of the date of the first Credit Facility withdrawal: 10% (ten percent) of total principal of Credit Facility being
withdrawn;
nd
- the 2 (second) anniversary of date of the first Credit Facility withdrawal: 10% (ten percent) of total principal of Credit Facility being
withdrawn;
rd
- the 3 (third) anniversary of date of the first Credit Facility withdrawal: 15% (fifteen percent) of total principal of Credit Facility being
withdrawn;
th
- the 4 (fourth) anniversary of the first Credit Facility withdrawal: 15% (fifteen percent) of total principal of Credit Facility being withdrawn;
th
- the 4 (fourth) anniversary of the first Credit Facility withdrawal:: 50% (fifty percent) of total principal of Credit Facility being withdrawn;
21
7.2 If the date of Debt payment falls not on the Working Day, the DEBTOR shall be obliged to provide the fund in its account at DBS for the interest of the
payment on the previous Working Day.
7.3 The Debt payment received by DBS after 14.00 (fourteen) Western Indonesia Time shall be considered already received by DBS on the subsequent
Working Day.
Article 8
PENALTY
8.1 If the DEBTOR fails to pay the Debt due to any reason whatsoever on the date of expiry, it shall be obliged to pay the penalty for the amount that is
failed to be paid as of the date of payable until such amount is entirely paid by 1% (one percent) per annum above the prevailing interest rate.
8.2 The penalty calculation shall be made on daily basis based on the fixed denominator 360 (three hundred sixty) days in a year.
Article 9
SPECIAL PROVISIONS
9.1 The DEBTOR may repay partially or entirely the sum of money owned prior to the date of expiry as set forth in the List of Installment as referred to in
Article 7.1 without penalty by taking into account the provisions as follows:
a. After 2 years of the Credit Facility;
22
b. made on the Date of Interest Payment;
c. The DEBTOR shall notify in writing to DBS at least 15 (fifteen) Working Days in advance on the plan to make accelerated repayment
by mentioning the amount and date of payment;
d. such notice cannot be cancelled by the DEBTOR;
e. the payment is made to the amount minimum Rp 100,000,000,000.00 (one hundred billion rupiah) and for the accelerated payment to the amount
more than Rp 100,000,000,000.00 (one hundred billion rupiah) is made to the amount Rp 100,000,000,000.00 (one hundred billion rupiah) plus
the multiplication of Rp 10,000,000,000.00 (ten billion rupiah);
f. the amount already paid shall be irrevocable or unusable in any reason whatsoever.
9.2 Regarding the accelerated payment made in the period prior to 2 (two) years as of the Credit Facility, the DEBTOR shall be obliged to compensate
nd
DBS for the loss related to the expenses reasonably and normally incurred by DBS related to the providing of fixed interest rate until the 2 (second)
years stipulated by DBS at the time of settlement plus penalty by 1% (one percent) of total repayment.
23
9.3 In the event of change of interest rate and/or partial accelerated repayment and/or delay of repayment, DBS shall re-calculate the amount of payment of
the principal installment and interest payable by the DEBTOR to DBS, and therefore DBS will issue the new List of Installment substituting the old one
as broken-down I Article 7.1 above. Such List of Installment shall serve as the integral and inseparable part of the Credit Agreement.
The DEBTOR hereby declares its approval for the calculation made by DBS and be subjected to the amount of payment to be paid by the DEBTOR to
DBS as contained in such List of Installment.
Article 10
GUARANTEE
This Credit Facility shall not be secured with the special collateral in terms of goods or income or other assets of the DEBTOR in any form whatsoever as well as
by any person whomsoever, but by all assets of the DEBTOR, both movable and immovable goods, already existed or will be existed in the future, except the
assets of the DEBTOR specially encumbered based on the Allowable Collateral and Guarantee, being the general guarantee for all debts of the DEBTOR to all of
its creditors not specially secured or without the privilege including this Credit Facility with the equal payment degree (paripassu) in accordance with the
provision of articles 1131 and 1132 of Indonesian Civil Code.
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Article 11
REPRESENTATION
The DEBTOR hereby represents and warrants DBS on the truth of the following:
11.1 The DEBTOR has been established validly pursuant to the law of the Republic of Indonesia.
11.2 The DEBTOR has obtained all permits of the company required by the articles of association of the DEBTOR to obtain the Credit Facility from DBS
pursuant to the Credit Agreement (including the approval from the Commissioner Board of the DEBTOR) and the person(s) appointed to represent the
DEBTOR to sign the Credit Agreement shall be entitled and authorized to represent and sign the Credit Agreement and therefore the Credit Agreement
shall be valid and bind the DEBTOR;
11.3 The DEBTOR has permits required to run its business accordingly and hereby undertakes to extend or renew the said permits in case of expiration
thereof if it is required by the prevailing regulation.
11.4 On the date of Credit Agreement no civil case, state administration case, tax claim, investigation or criminal case or dispute being occurred that threat
or may affect the DEBTOR or its assets thereby affecting materially the financial condition or
25
businesses of the DEBTOR or may disturb the ability of the DEBTOR to perform its obligations under the Credit Agreement. In connection therewith,
the material shall mean a value that is the same or higher than 10% (ten percent) of the revenue of the DEBTOR or 20% (twenty percent) of the equity,
whichever the lower.
11.5 On the date of Credit Facility no condition occurs and or is occurring that may be materially the Event of Default or a condition which by the lapse of
time or the notice or both of them will be the Event of Default. In connection therewith, the material shall mean a value that is the same or higher than
10% (ten percent) of the revenue of the DEBTOR or 20% (twenty percent) of the equity, whichever the lower.
11.6 On the date of Credit Agreement the DEBTOR is not and will not propose the request for payment delay (surveillance van betaling) for each amount
already due and owned hereunder and/or not in insolvent and/or lost its rights to arrange or control over the assets and/or business.
11.7 All documents, including the financial statement of the DEBTOR, data and particulars already provided by the DEBTOR to DBS shall be correct and
no documents, data and other particulars that are not notified by the DEBTOR which if submitted or notified by the DEBTOR to DBS may affect the
decision of DBS to provide the Credit Facility.
26
11.8 In preparing and implementing the Credit Agreement and/or other agreement relating to the Credit Agreement, the DEBTOR does not violate or in
contravention of the law, government regulation, government policy, government direction or instruction, judgment of the Court being prevailed or the
articles of association of the DEBTOR or causing or will cause the default to any other agreement already entered into by the DEBTOR.
11.9 This Credit Agreement and any other document required to be prepared by the DEBTOR shall be the valid and binding obligation of the DEBTOR and
be exercisable under the terms and conditions as contained therein.
11.10 When the Credit Agreement is signed, the articles of association of the DEBTOR together with all amendments shall be contained herein other than the
deed(s) mentioned above there is no other deed(s) which is not/not yet submitted by the DEBTOR to DBS.
day substituting SUTJIPTO, Sarjana Hukum, the shareholders of the DEBTOR shall be as follows:
Shares serial A:
State of the Republic of Indonesia 1 (one) share;
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Shares serial B:
1. State of the Republic of Indonesia:

776,624,999 (seven hundred seventy six million six hundred forty two thousand nine hundred ninety nine) shares.
2. Indonesia Communication Limited:

2,171,250,000 (two billion one hundred seventy one billion two hundred fifty thousand) shares.
3. Public:
2,486,058,500 (two billion four hundred eighty six million fifty eight thousand five hundred) shares.
other than those whose names as mentioned above, there is no other person or party being the shareholders of the DEBTOR.
days substituting SUTJIPTO, Sarjana Hukum, Notary practicing in Jakarta, the composition of the members of Board of Directors and Commissioner
Board of the DEBTOR shall be as follows:
28
-President Director : Mr. JOHNNY SWANDI SJAM;
-Vice President Director : Mr. KAIZAD BOMI HEERJEE;
-Director : Mr. FADZRI SENTOSA;
-Director : Mr. WAHYU WIJAYADI;
-Director : Mr. GUNTUR SOALOON SIBORO;
-Director : Mr. RAYMOND TAN KIM MENG;
-Director : Mr. SYAKIEB AHMAD SUNGKAR;
-Director : Mr. WONG HEANG TUCK;
-Director : Mr. ROY KANNAN;
COMMISSIONER BOARD
-President Commissioner : Mr. PETER SEAH LIH HUAT;
-Commissioner : Mr. LEE THENG KIAT;
-Commissioner : Mr. SIO TAT HIANG;
-Commissioner : Mr. SUM SOON LIM;
-Commissioner : Mr. ROES ARYAWIJAYA;
-Commissioner : Mr. SETYANTO PRAWIRA SANTOSA;
-Commissioner : Mr. SHEIKH MOHAMMED BIN SUHAIM HAMAD AL THANI;
-Independent Commissioner : Mr. SETIO ANGGORO DEWO;
29
other than those whose names as mentioned above, there is no other person or party holding the office of Board of Directors and Commissioners Board
of the DEBTOR.
Article 12
MATTERS TO CONDUCT BY DEBTOR
Unless stipulated otherwise in writing by DBS, the DEBTOR shall be obliged to:
12.1 use the Credit Facility provided by DBS only for the purpose as referred to in Article 2.3 of the Credit Agreement.
12.2 adhere to all laws, government regulations, policies, directions or instructions applied to DEBTOR;
12.3 promptly notify DBS in writing about the case involving the DEBTOR both civil, state administration, tax claim, investigation or criminal cases that
will influence the ability of the DEBTOR to fulfill its obligations pursuant to this Credit Agreement;
12.4 pay all expenses arising and in connection with the providing of Credit Facility as well as implementation of the terms and conditions of the Credit
Agreement although the Credit Facility is not used and/or is cancelled the DEBTOR will still pay all expenses already incurred in connection with the
preparation of the providing of Credit Facility;
30
12.5 provide all particulars requested by DBS relating to the providing of this Credit Facility;
12.6 maintain the Intellectual Property Rights namely among others copyright, patent and trademark already or will be owned by the DEBTOR;
12.7 prepare and maintain the accounting system, administration and financial supervision in accordance with the accounting principle generally accepted in
Indonesia and applied continuously to reflect reasonably the assets, finance as well as business yield of the DEBTOR;
12.8 permit DBS or the party so appointed by DBS against prior written notice 7 (seven) Working Days at any time to inspect the activity, accounting and
other notes prepared by the DEBTOR;
12.9 submit to DBS:
a. annual financial statement (balance sheet and income statement) already audited by the Office of the Registered Public Accountant already
approved by DBS in terms of long term audited report that must be submitted at the latest 180 (one hundred eighty) days after the closing of the
fiscal year;
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b. quarter home statement (balance sheet and income statement) that must be submitted at the latest 90 (ninety) days after the end of the period of
each report;
c. copies/photocopies of the permits related directly to the main business activity of the DEBTOR based on the prevailing legislation in order that
the DEBTOR is still able to run the business;
12.10 maintain the consolidated financial ratio of the DBS DEBTOR namely as follows:
a. ratio between total loan to equity does not exceed 1.75:1 (one point seventy five to one) as indicated in each quarterly consolidated financial
statement.
b. ratio of EBITDA (revenue before less by interest, tax, depreciation and amortization costs) to loan interest payment is not less than 3:1 (three to
one) as indicated in each annual consolidated financial statement already audited.
c. ratio between total loan and debt of procurement to the supplier to EBITDA does not exceed 3.5:1 three point one to one) as contained in each
annual consolidated financial statement already audited.
32
12.11 notify DBS immediately on:
a. each Event of Default known by the DEBTOR that may affect materially the condition of the DEBTOR and explain such Event of Default and
each act to take to the said Event of Default. In connection therewith, the material shall mean a value that is the same as or higher than 10% (ten
percent) of the revenue of the DEBTOR or 20% (twenty percent) of the equity, whichever lower;
b. the event of default of Indosat International Finance Company BV or other company especially established to issue the debt instrument that may
cause the exercise of the rights of the creditors of Indosat International Finance Company BV or other company especially established to issue
the debt instrument for execution of Encumbrance.
c. any change of shareholding of the DEBTOR already resolved and approved by the General Meeting of Shareholders of the DEBTOR within the
period of at the latest 3 (three) Working Days after the date of General Meeting of Shareholders of the DEBTOR already resolving and approving
such change.
33
12.12 take all acts required to maintain its status as the corporate body and ensure that the DEBTOR has the rights and ability in each prevailed jurisdiction
and will obtain and maintain all permits required to run the business in such jurisdiction.
12.13 maintain with maximum effort all authorities and approvals and is obliged to immediately obtain each other approval required to be able to take all acts
as set forth in this Credit Agreement.
12.14 insure the assets of the DEBTOR in insurance company under the terms and conditions as commonly done by the DEBTOR and if requested by DBS,
report the coverage of insurance of the assets.
12.15 upon the request from DBS, take acts or prepare and sign all documents relating to the implementation or enforcement of the Credit Agreement.
12.16 notify DBS all amendments to articles of association of the DEBTOR requiring the approval from and already approved by the Minister of Law and
Human Rights within the period of 7 (seven) Working Days after obtaining such approval.
Article 12
MATTERS SHOULD NOT BE CONDUCTED BY DEBTOR
So long the DEBTOR pays in full its Debt within or the Deadline of Credit Facility Withdrawal is not expired yet, the DEBTOR shall not be allowed to do the
following without the prior written consent from DBS:
13.1 encumber its assets to other party except the Allowable Collateral and Guarantee;
34
13.2 conduct the transaction with someone or a party including but not limited to the affiliated company, with the manner different from or outside the
existing practice and habit;
13.3 propose the request for insolvency or request to delay the payment to the competent authority (Court);
13.4 sell or release the material part of immovable assets or main assets in running the business, except in the frame of running the daily business. In
connection therewith, the material shall mean a value that is the same as or higher than 10% (ten percent) of the revenue of the DEBTOR or 20%
(twenty percent) of the equity, whichever lower;
13.5 conduct the amalgamation, merger, acquisition, separation or dissolution.
13.6 reduce or decrease the paid up capital of the DEBTOR; and
13.7 change the type and nature of the main business of the DEBTOR.
35
Article 14
EVENT OF DEFAULT
14.1 One or more act or event mentioned below shall be the Event of Default.
a. the failure of the DEBTOR to pay the Debt at the time and in the manner as set forth in Credit Agreement, in which event the lapse of
time is the valid and sufficient evidence that the DEBTOR has failed to fulfill its obligations;
b. The DEBTOR fails or does not fulfill the terms and conditions as referred to in articles 12 and 13 or other provisions of Credit Agreement as
well as other agreement in connection with the Credit Agreement, both already existing or to be prepared in the future and such event is not
corrected by the DEBTOR within the period of 30 (thirty) calendar days as of the date of notice on the event submitted by DBS to the DEBTOR;
c. The DEBTOR uses the Credit Facility deviating the aim and objective of the application;
d. the financial condition, bonafidity and solvability of the DEBTOR decrease in such a way in the material value so that affecting the ability of the
DEBTOR in Debt payment and such event is not corrected by the DEBTOR within the period of 30 (thirty) calendar days as of the date of notice
on such event is delivered by DBS to the DEBTOR. In connection therewith, the material shall mean a value that is the same as or higher than
10% (ten percent) of the revenue of the DEBTOR or 20% (twenty percent) of the equity, whichever lower;
36
e. The DEBTOR proposes the request for the insolvency or is declared insolvent or proposes the request for delay of debt payment liability
or due to any reason whatsoever is not entitled any longer to arrange and control over the assets of the DEBTOR;
f. most of or the entire assets of the DEBTOR is sequestrated due to the case or dispute that can materially affect the ability of the DEBTOR in
fulfilling the obligations pursuant to the Credit Agreement. In connection therewith, the material shall mean a value that is the same as or higher
than 10% (ten percent) of the revenue of the DEBTOR or 20% (twenty percent) of the equity, whichever lower;
g. The statement contained in article 11 of the Credit Agreement is proven incorrect and it is not corrected by the DEBTOR within the period of 30
(thirty) calendar days as of the date of notice on the same submitted by In connection therewith, the material shall mean a value that is the same
as or higher than 10% (ten percent) of the revenue of the DEBTOR or 20% (twenty percent) of the equity, whichever lower to the DEBTOR.
37
h. The DEBTOR (pursuant to the judgment court already has the permanent force of law) shall be obliged to pay the compensation and/or other
payment that can materially affect the ability of the DEBTOR to pay the Debt. In connection therewith, the material shall mean a value that is the
same as or higher than 10% (ten percent) of the revenue of the DEBTOR or 20% (twenty percent) of the equity, whichever lower;
i. The DEBTOR takes act violating the prevailing provision or legal provision that may result in the revocation of the cellular operator permit and
International Direct Line (SLI) of the DEBTOR and directly or indirectly may affect the ability of the DEBTOR to fulfill the obligations
pursuant to the Credit Agreement;
j. The DEBTOR is dissolved or liquidated.
k. The DEBTOR is declared neglecting the fulfillment of the obligations to other party affecting the ability of the DEBTOR to fulfill the obligation
based on this Credit Agreement, and such neglect is not corrected by the DEBTOR within the period of 30 (thirty) calendar days as of the date of
submission of notice on such event by DBS to the DEBTOR;
38
l. Indosat International Company BV or other company established especially for the purpose of issuing the debt instruments is declared in default
by the creditors in connection with the issuing of the debt instrument where the DEBTOR acts as the guarantor and such default is not corrected
by the DEBTOR within the period of 30 (thirty) calendar days as of the date of submission of notice on the same provided by SBS to the
DEBTOR.
14.2 If the event of default as set forth in article 14.1 of Credit Agreement, DBS shall be entitled to declare that the Debt is due immediately and payable on
lump sum basis by the DEBTOR to DBS without taking into account the Debt Payment as set forth in article 7 of Credit Agreement provided that the
obligations of the DEBTOR arising from the Credit Agreement are still be fulfilled.
39
The parties agree to waive the enforcement of Article 1266 of Civil Code, especially that requiring that the cancellation of agreement shall be subjected
to the adjudication of the District Court.
14.3 If the DEBTOR is obliged to fulfill the obligations pursuant to the Credit Agreement in a given time and the DEBTOR fails to conduct it, the lapse of
time shall sufficiently serve as the valid evidence of the DEBTOR’s failure so that no summon or other similar document as well as the letter of
warning from the bailiff shall be required.
14.4 If the Debt becomes due as referred to in article 14.2 of the Credit Agreement, DBS shall be entitled to exercise the rights as the creditor to obtain the
Debt return by exercising the rights in accordance with the legal provision and legislation applied to the DEBTOR and/or its assets.
Article 15
USE OF PAYMENT
15.1 Any sum of money obtained by DBS from the Debt payment and/or the debt settlement from the fund of the DEBTOR at DBS shall be used with the
sequence of priority as follows:
-First : to pay all expenses incurred or paid by DBS pertaining to the exercise of the rights of DBS pursuant to the Credit Agreement not
paid yet by the DEBTOR;
40
-Second : for the repayment of all penalties arising but not paid yet by the DEBTOR to DBS in connection with the Credit Agreement;
-Third : for the repayment of all interests arising and/or fee not paid yet by the DEBTOR to DBS in connection with the Credit
Agreement;
-Fourth : for the repayment of total Principal payable by the DEBTOR to DBS in connection with the Credit Agreement;
15.2 If after all liabilities being the expenses of the DEBTOR are paid fully and it is proven that there is still the surplus of sum of money, DBS will deliver
such surplus to the DEBTOR or the party entitled to the same without any obligation of DBS to pay the interest for such surplus.
Article 16
TAXES
16.1 All and any sums of money payable by the DEBTOR to DBS pursuant to the Credit Agreement shall be free of, released from and without deduction or
withholding of tax, charges, dues or charges in any form and amount whatsoever.
41
16.2 If the DEBTOR is required by the Law or legal provision prevailed to deduct or reduce the sum of money payable pursuant to the Credit Agreement, it
shall pay an additional sum to DBS in such amount that after the deduction or reduction DBS will receive from the DEBTOR an equal sum of money as
if there has never been a deduction or reduction.
Article 17
AMENDMENT TO CREDIT AGREEMENT
In the event of amendment to the provisions of Credit Agreement, such amendment shall be set forth in a separate agreement or document signed by the parties,
which agreement or document shall be the integral and inseparable part of the Credit Agreement.
Article 18
MISCELLANEOUS
18.1 DBS shall be entitled without prior approval from the DEBTOR to assign or transfer in any manner whatsoever part or entire rights and/or obligations
of DBS by providing the Credit Facility based on the Credit Agreement to the financial institution, bank and other creditor which is implemented
sufficiently by notifying in writing to the DEBTOR within the period of at least 30 (thirty) calendar days prior to the date of assignment or transfer.
42
- To that interest, the DEBTOR shall presently for the future when the time comes give the power to DBS to provide all data and/or information
required for the financial institution, bank or other creditor.
18.2 DBS shall be obliged without the prior approval from the DEBTOR to blockade/freeze and/or cash and/or debit the fund contained in the accounts of
the DEBTOR at DBS and apply the yield for calculation or compensation of Debt in case of Event of Default as set forth in article 14.1 of Credit
Agreement.
18.3 In the event of:
a. increase in expenses required by DBS in maintaining the Credit Facility for the DEBTOR due to the fulfillment of regulation/provision of Bank
Indonesia or other governmental body so that the interest rate applied to the DEBTOR cannot cover the expenses to incur by DBS, DBS shall
notify in writing the amount of such (additional) expenses to be imposed on the DEBTOR through the notice being an integral and inseparable
part of Credit Agreement (“Notice on Expenses Increase”), provided that the DEBTOR may choose to make negotiation within the period of not
more than 7
43
(seven) calendar days as of the date of Notice on Expenses Increase, and if until the end of period for negotiation no agreement is reached on the
amount of (additional) expenses to be imposed on the DEBTOR by DBS, the DEBTOR has option to repay the Debt within the period of 60
(sixty) calendar days as of the end of period for negotiation as mentioned above, without any penalty or fine imposed on such accelerated
payment.
b. the change in monetary, financial, economic or political matters that may affect the liquidity of DBS or the collectibility degree of the DEBTOR,
both at DBS and other bank(s) decreases to Substandard, Doubtful or Delinquent, the DEBTOR hereby approves the act taken by DBS to:
(i) delay the date of withdrawal and/or use of Credit Facility proposed by the DEBTOR and/or
(ii) decrease the amount of Credit Facility; and/or
(iii) change the providing of Credit Facility as referred to in article 2.1 of Credit Agreement to other currency available at DBS; and/or
(iv) cease the providing of Credit Facility.
44
In the event DBS will exercise its rights, it shall first of all notify in writing the implementation thereof to the DEBTOR. The notice shall be an integral
and inseparable part of the Credit Agreement.
18.4 Deviating from the provision of article 7 of the Credit Agreement, DBS shall be entitled to declare that the Debt is due and therefore the DEBTOR shall
be obliged to settle the Debt to DBS in the event of:
a. a legislation or amendment thereto or the enactment of a regulation causing it is invalid for DBS to maintain and/or perform its obligations as
stipulated in the Credit Agreement, at the latest in the period as determined in the relevant regulation or 90 (ninety) days as of the date of
acceptance of notice of DBS on the request for settlement, whichever the earlier; or
b. a political, economic and social condition that according to DBS is proven disturbing the smooth payment of Debt by the DEBTOR at the latest
in 90 (ninety) days as of the date of acceptance of notice from DBS on the request for repayment.
45
For the Debt payment based on the provision above the DEBTOR shall not be subjected to penalty or fine as referred to in article 9 of Credit
Agreement.
18.5 If one or more provisions contained in Credit Agreement are declared invalid or unenforceable by the competent Court or considered in contravention
of the prevailing provisions or legislation, other provisions contained in Credit Agreement shall remain valid and binding the parties.
18.6 The credit Agreement shall be valid for the parties and their successors provided that the DEBTOR cannot assign and/nor deliver a right and/or
obligation of the DEBTOR pursuant to the Credit Agreement and/or other agreements in connection with the Credit Agreement without the prior
written approval from DBS.
18.7 The failure and/or delay of DBS to exercise the right, power, authority or privilege hereunder shall not mean that DBS already releases the rights,
power, authority or privilege, and the implementation of all or part of the foregoing hereunder shall not hamper the further implementation of the same.
18.8 In the frame of supervision, security and settlement. Repayment of the Credit Facility, DBS may conduct the matters as follows:
a. assign the office of DBS at the DEBTOR’s company;
46
b. assign a consultant or other party to supervise, give advice and or manage the DEBTOR’S company.
Article 19
POWER
19.1 For the implementation of Debt payment in accordance with the Credit Agreement the DEBTOR hereby gives power and authority to DBS from time to
time to debit the account of the DEBTOR.
19.2 For more secure Debt repayment orderliness as referred to in article 18.2 of Credit Agreement, the DEBTOR at present for the time when necessary,
gives power to DBS to for and on behalf of the DEBTOR cash and/or in other manner debit the fund deposited with each account of the DEBTOR at
DBS.
19.3 Any power given by the DEBTOR based on the Credit Agreement shall serve as the inseparable part of the Credit Agreement and therefore any power
shall be irrevocable and/or cannot be cancelled in any manner whatsoever including any event whatsoever, and the parties declare that articles 1813,
1814 and 1816 of Civil Code shall be invalid so long the Debt pursuant to the Credit Agreement is not yet declared settled entirely.
47
Article 20
JURISDICTION
Regarding the Credit Agreement and its all consequences as well as implementation thereof, DBS and the DEBTOR choose their permanent domicile in the
Registrar Office of District Court of South Jakarta in Jakarta, without prejudice the right of DBS to sue the DEBTOR before other court within the territory of the
Republic of Indonesia pursuant to the prevailing legal provision.
-The appearers hereby declare to ensure the truth of their identities in accordance with the identity card submitted to me, Notary and be fully responsible for the
same and furthermore the appearers also declare that they have understood the content hereof.
IN WITNESS WHEREOF
-This deed is made as minute and read out as well as authenticated in Jakarta, on the day and date as mentioned at the preamble of this deed in the presence of:
1. -Mrs. INDAH FATMAWATI, Sarjana Hukum, born in Jakarta dated 28-07-1959 (twenty-eighth day of July one thousand nine hundred fifty nine),
Indonesian National, residing in South Jakarta, Tebet Timur Dalam VI K/4, Rukun Tetangga 003, Rukun Warga 006, Village of Tebet Timur,
48
2. -Mrs. DIYAH SUWATI, born in Solo, dated 26-10-1964 (twenty–sixth day of October one thousand nine hundred sixty four), Indonesian National,
private person, residing in Tangerang, Jalan Talas II, Pondok Cabe Ilir, Rukun Tetangga 02, Rukun Warga 01, Village of Pondok Cabe Ilir, Sub-district
of Pamulang.
-Holder of Identity Card number: 3219222004.1786503.
both are Assistants Notary, as witnesses.
-After being read out by me, Notary to the appearers and witnesses, this deed was immediately signed by the appearers, witnesses and me, Notary.
-Done with two deletions with substitution.
-ISSUED AS TENOR.
49
Exhibit 15.10
US$44,200,000
FACILITY AGREEMENT
dated 27 November 2007
for
PT INDOSAT TBK
as Borrower
arranged by
HSBC FRANCE
with
HSBC FRANCE
as Original Lender
and
HSBC FRANCE
acting as Facility Agent
and
HSBC FRANCE
acting as Security Agent
SINOSURE TERM FACILITY AGREEMENT
Ref: L-142434
CONTENTS
CLAUSE PAGE
SECTION 1
DEFINITIONS AND INTERPRETATION
1. Definitions and Interpretation 3
SECTION 2
THE FACILITY
2. The Facility 19
3. Purpose 19
4. Conditions of Utilisation 19
SECTION 3
UTILISATION
5. Utilisation 21
SECTION 4
REPAYMENT, PREPAYMENT AND CANCELLATION
6. Repayment 23
7. Prepayment and Cancellation 23
SECTION 5
COSTS OF UTILISATION
8. Interest 26
9. Interest Periods 26
10. Changes to the calculation of interest 27
11. Designation of Restricted and Unrestricted Subsidiaries 28
12. Fees and Sinosure Premium 29
SECTION 6
ADDITIONAL PAYMENT OBLIGATIONS
13. Tax Gross Up and Indemnities 30

14. Increased Costs 32
15. Other Indemnities 33
16. Mitigation by the Lenders 34
17. Costs and Expenses 34
SECTION 7
REPRESENTATIONS, UNDERTAKINGS AND EVENTS OF DEFAULT
18. Representations 36
19. Information Undertakings 39
20. Financial Covenants 41
21. General Undertakings 41
22. Events of Default 47
SECTION 8
CHANGES TO PARTIES
23. Changes to the Lenders 51

24. Changes to the Borrower 55
SECTION 9
THE FINANCE PARTIES
25. Role of the Facility Agent, Security Agent and the Arranger 56
26. Conduct of Business by the Finance Parties 61
27. Sharing among the Finance Parties 61
SECTION 10
ADMINISTRATION
28. Payment Mechanics 64

29. Set-Off 66
30. Notices/Communications 66
31. Calculations and Certificates 68
32. Partial Invalidity 68
33. Remedies and Waivers 68
34. Amendments and Waivers 68
35. Counterparts 70
SECTION 11
GOVERNING LAW AND ENFORCEMENT
36. Governing Law 71
37. Arbitration 71
THE SCHEDULES
SCHEDULE PAGE
SCHEDULE 1 Name of Original Lenders 72
SCHEDULE 2 Conditions Precedent 73
SCHEDULE 3 Documents Required for Utilisation 76
SCHEDULE 4 Form of Notice from the Supplier 77
SCHEDULE 5 Form of Transfer Certificate 79
SCHEDULE 6 Timetables 81
SCHEDULE 7 Security Agency Provisions 82
SCHEDULE 8 Form of Assignment of Insurance Proceeds 85
SCHEDULE 9 Form of Compliance Certificate 86
ii
THIS FACILITY AGREEMENT (the “Agreement”) is dated 27 November 2007 and made between:
(1) PT INDOSAT TBK (the “Borrower”);
(2) HSBC FRANCE as mandated lead arranger (the “Arranger”);
(3) HSBC FRANCE as lender (the “Original Lender”); and
(4) HSBC FRANCE as agent of the other Finance Parties (the “Facility Agent”).
(5) HSBC FRANCE as security agent of the Finance Parties (the “Security Agent”).
IT IS AGREED as follows:
SECTION 1
1. DEFINITIONS AND INTERPRETATION
1.1 Definitions
In this Agreement:
“Affiliate” of any specified person means:
(a) any other person directly or indirectly controlling or controlled by or under direct or indirect common control with such specified person,
or
(b) any other person who is a commissioner or director or officer of:
(i) such specified person;
(ii) any Subsidiary of such specified person; or
(iii) any person described in (a) above.

For the purposes of this definition, “control” when used with respect to any person means the power to direct the management and policies of such
person, directly or indirectly, whether through the ownership of voting securities, by contract or otherwise; and the terms “controlling” and
“controlled” have meanings correlative to the foregoing,
“Assignment of Insurance Proceeds” means the document in the form of Schedule 8 (Form of Assignment of Insurance Proceeds).
“Authorisation” means an authorisation, consent, approval, resolution, licence, exemption, filing, notarisation or registration.
“Availability Period” means the period from and including the Initial CPs Satisfaction Date to the earliest to occur of either (i) twenty-four
(24) Months thereafter or (ii) the date of full utilisation, cancellation or termination of the Facility.
“Available Commitment” means a Lender’s Commitment at any time minus:
(a) the amount of its participation in the outstanding Loan at such time; and
(b) in relation to any proposed Utilisation, the amount of its participation in any Utilisation that is due to be made on or before the Utilisation
Date.
“Available Facility” means the aggregate amount of each Lender’s Available Commitment at any time.
“Break Costs” means the amount (if any) payable under Clause 10.4 (Break Costs).
“Business Day” means a day (other than a Saturday or Sunday) on which banks are open for general business in Paris and Jakarta and if on that day
a payment is to be made, New York City.
“Capital Lease Obligation” means any obligation under a lease that is required to be capitalised for financial reporting purposes in accordance with
GAAP; and the amount of Debt represented by such obligation shall be the capitalised amount of such obligations determined in accordance with
GAAP; and the Stated Maturity thereof shall be the date of the last payment of rent or any other amount due under such lease prior to the first date
upon which such lease may be terminated by the lessee without payment of a penalty. For purposes of Clause 21.8 (Liens), a Capital Lease
Obligation shall be deemed secured by a Lien on the Property being leased.
“Capital Stock” means with respect to any person, any shares or other equivalents (however designated) of any class of corporate stock or
partnership interests or any other participations, rights, warrants, options or other interests in the nature of an equity interest in such persons,
including Preferred Stock, but excluding any debt security convertible or exchangeable into such equity interest.
“Chinese Content” means the portion of the Launch Services Contract Price which is attributable to goods and services of Chinese origin eligible
for financing by Sinosure.
“COFACE” means Compagnie Francaise D’Assurance Pour Le Commerce Exterieur, the official export credit agency of the Republic of France.
“COFACE Facility” means the COFACE Facility Agreement dated on or about the date of this Agreement made between (a) the Borrower,
(b) HSBC France as arranger, (c) HSBC France as facility agent and (d) the COFACE Lenders, in which the COFACE Lenders have agreed to make
available to the Borrower a loan facility in the amount of US$157,242,996.
“COFACE Lender” means any lender as defined under the COFACE Facility.
“Commercial Facility” means the Commercial Facility Agreement dated on or about the date of this Agreement made between (a) the Borrower,
(b) The Hongkong and Shanghai Banking Corporation Limited (Jakarta Branch) as arranger, (c) The Hongkong and Shanghai Banking Corporation
Limited as facility agent and (d) the lenders, in which the lenders have agreed to make available to the Borrower a loan facility in the amount of
[US$27,057,004].
“Commitment” means:
(a) in relation to an Original Lender, the amount set opposite its name under the heading “Commitment” in Schedule 1 (Name of Original
Lenders) and the amount of any other Commitment transferred to it under this Agreement; and
(b) in relation to any other Lender, the amount of any Commitment transferred to it under this Agreement, to the extent not cancelled,
reduced or transferred by it under this Agreement.
“Constructive Total Loss” shall have the meaning ascribed to it in the Contract.
“Compliance Certificate” means a certificate substantially in the form set out in Schedule 9 (Form of Compliance Certificate).
“Contract” means the in-orbit delivery contract entered into between the Supplier and the Borrower as buyer dated 29 June 2007 in respect of a
Palapa D Satellite.
“Contract Price” shall have the meaning ascribed to it in the Contract.
“Currency Exchange Protection Agreement ” means, in respect of a person, any foreign exchange contract, currency swap agreement, currency
option or other similar agreement or arrangement designed to protect such person against fluctuations in currency exchange rates.
“Debt” means, with respect to any person on any date of determination (without duplication):
(a) the principal of and premium (if any) in respect of debt of such person for money borrowed and debt evidenced by notes, debentures,
bonds or other similar instruments for the payment of which such person is responsible or liable which in any such case, bears interest or
on which interest accrues; and
(b) all obligations of such person in relation to accounts payable to such person’s suppliers which bear interest or on which interest accrues.
“Default” means an Event of Default under Clause 22 (Events of Default) or any event or circumstance which would (with the expiry of a grace
period, the giving of notice, the making of any determination under the Finance Documents or any combination of any of the foregoing) be an Event
of Default.
“Délégation” means an agreement between the Borrower, the Supplier and the Security Agent under which the Supplier and the Borrower direct to
the Security Agent the payment of Supplier’s Contract Payments and Termination Payments.
“Disruption Event” means either or both of:
(a) a material disruption to those payment or communications systems or to those financial markets which are, in each case,
required to operate in order for payments to be made in connection with the Facility (or otherwise in order for the transactions
contemplated by the Finance Documents to be carried out) which disruption is not caused by, and is beyond the control of,
any of the Parties; or
(b) the occurrence of any other event which results in a disruption (of a technical or systems-related nature) to the treasury or payments
operations of a Party preventing that, or any other Party:
(i) from performing its payment obligations under the Finance Documents; or
(ii) from communicating with other Parties in accordance with the terms of the Finance Documents, (and which (in either such
case)) is not caused by, and is beyond the control of, the Party whose operations are disrupted.
“EBITDA” means, for any period, an amount equal to the sum of net consolidated profit plus interest, other operating income and expenses, income
tax expense, depreciation and amortisation under GAAP.
“Environmental Claim” means any claim, proceeding or investigation by any person in respect of any Environmental Law.
“Environmental Law” means any applicable law in the Republic of Indonesia which relates to the pollution or protection of the environment or
harm to or the protection of human health or the health of animals or plants.
“Environmental Permits” means any permit, licence, consent, approval and other authorisation and the filing of any notification, report or
assessment required under any Environmental Law for the operation of the business in the Republic of Indonesia of any member of the Group
conducted on or from the properties in the Republic of Indonesia owned or used by the relevant member of the Group.
“Equity” means total assets less minority interests less total liabilities.
“Equity Interests” means all Capital Stock and all warrants or options with respect to, or other rights to purchase, Capital Stock, but excluding Debt
convertible into equity.
“Event of Default” means any event or circumstance specified as such in Clause 22 (Events of Default).
“Facility” means the USD term loan facility provided under this Agreement as described in Clause 2 (The Facility).
“Facility Office” means the office or offices notified by a Lender to the Facility Agent in writing on or before the date it becomes a Lender (or,
following that date, by not less than five (5) Business Days’ written notice) as the office or offices through which it will perform its obligations
under this Agreement.
“Fair Market Value ” means, with respect to any Property, the price that could be negotiated in an arms-length free market transaction, for cash,
between a willing seller and a willing buyer neither of whom is under undue pressure or compulsion to complete the transaction. Fair Market Value
shall be determined, except as otherwise provided:
(a) if such Property has a Fair Market Value equal to or less than US$ 5 million, by any Officer of the Borrower; or
(b) if such Property has a Fair Market Value in excess of US$5 million, by a majority of the board of directors of the Borrower and
evidenced by a board resolution of the Borrower, dated within 30 days of the relevant transaction, delivered to the Facility Agent.
“Fee Letter” means any letter dated on or about the date of this Agreement between the Arranger and the Borrower setting out the structuring fee
referred to in Clause 12 (Fees and Sinosure Premium).
“Final Maturity Date” means the tenth anniversary date of the Starting Date of Credit.
“Finance Documents” means:
(a) this Agreement;
(b) the Délégation;
(c) the Assignment of Insurance Proceeds;
(d) any Fee Letter; and
(e) any other document designated as such by the Arranger and by the Borrower,
and each being a “Finance Document”.
“Finance Parties” means:
(a) the Facility Agent;
(b) the Arranger;
(c) the Lender; or
(d) the Security Agent,

with each being a “Finance Party”
“First Repayment Date” means the date falling six (6) Months after the Starting Date of Credit.
“GAAP” means generally accepted accounting principles in Indonesia.
“Group” means the Borrower and its Subsidiaries.
“guarantee” means any obligation, contingent or otherwise, of any person directly or indirectly guaranteeing any Debt of any other person and any
obligation, direct or indirect, contingent or otherwise, of such person:
(a) to purchase or pay (or advance or supply funds for the purchase or payment of) such Debt of such other person (whether arising by virtue
of partnership arrangements, or by agreements to keep-well, to purchase assets, goods, securities or services, to take-or-pay or to
maintain financial statement conditions or otherwise), or
(b) entered into for the purpose of assuring in any other manner the obligee against loss in respect thereof (in whole or in part),
provided, however, that the term “guarantee” shall not include:
(i) endorsements for collection or deposit in the ordinary course of business; or
(ii) a contractual commitment by one person to invest in another person if, as a result of such commitment, such other person is
merged or consolidated into, or transfers all or substantially all of its property to the Borrower or a Restricted Subsidiary,
provided that such other person’s primary business is the same or substantially similar to that of the Borrower or such
Restricted Subsidiary (as the case may be).
“Hedging Obligation” of any person means any obligation of such person pursuant to any Interest Rate Agreement, Currency Exchange Protection
Agreement or any other similar agreement or arrangement.
“Incur” means, with respect to any Debt or other obligation of any person, to create, issue, incur, extend, assume, guarantee or become liable in
respect of such Debt or other obligation or the recording, as required pursuant to GAAP or otherwise, of any such Debt or obligation on the balance
sheet of such person (and “Incurrence” and “Incurred” shall have meanings correlative to the foregoing); provided, however, that any Debt or
Capital Stock of a person existing at the time such person becomes a Subsidiary (whether by merger, consolidation, acquisition or otherwise) shall
be deemed to be Incurred by such Subsidiary at the time it becomes a Subsidiary; provided further, however, that a change in GAAP that results in
an obligation of such person that exists at such time, and is not theretofore classified as Debt, becoming Debt shall not be deemed an Incurrence of
such Debt.
“Indosat Towers” means telecommunication tower structures owned by the Borrower designed and constructed specially to support antennae for
transmission or reception and retransmission of electronic signals in the Telecommunication Business, including associated civil and mechanical
structure and interests in the real property on which any such tower structure is located.
“Insurance Proceeds” means all proceeds the Borrower may receive, or become entitled to, under the Launch Insurance and In-Orbit Insurance
applicable to the Replacement Satellite.
“Initial CPs Satisfaction Date” means the date on which all of the documents and evidence referred to in Schedule 2 (Conditions Precedent) have
been received or waived (as the case may be) by the Facility Agent, such date to be confirmed by a certificate of the Facility Agent.
“Interest Expense” means for any period, interest expense on Debt.
“Interest Payment Date” means the last day of an Interest Period.
“Interest Period” means, in relation to the Loan, each period determined in accordance with Clause 9 (Interest Periods) and in relation to an
Unpaid Sum, each period determined in accordance with Clause 8.3 (Default interest).
“Interest Rate Agreement” means, for any person, any interest rate swap agreement, interest rate cap agreement, interest rate collar agreement or
other similar agreement designed to protect against fluctuations in interest rates or reduce borrowing costs and/or costs of Currency Exchange
Protection Agreement.
“Investment Grade Ratings” means a rating equal to or higher than Baa3 (or the equivalent) by Moody’s and BBB- (or the equivalent) by S&P,
provided that no negative watch is placed on such rating.
“Launch Insurance and In-Orbit Insurance” shall have the meaning ascribed to the term “Launch and In-Orbit Insurance” in the Contract.
“Launch Services Contract” means the launch services contract dated 31 July 2007 between the Supplier and the Launch Service Provider in
relation to the launch of the Satellite pursuant to a launch schedule consistent with the requirements of the Contract.
“Launch Services Contract Price” means the amount of fees for launch services payable by the Supplier to the Launch Service Provider pursuant
to the Launch Services Contract, being US$52,000,000 in aggregate.
“Launch Service Provider” means Beijing Talentway Technology Corporation, a company incorporated and existing under PRC law.
“Lenders” mean:
(a) the Original Lender; and
(b) any bank or financial institution which has become a Party in accordance with Clause 23 (Changes to the Lenders), which in each case
has not ceased to be a Party in accordance with the terms of this Agreement.
“LIBOR” means, in relation to any Utilisation:
(a) the applicable Screen Rate; or
(b) (if no Screen Rate is available for the currency or Interest Period of that Utilisation) the arithmetic mean of the rates (rounded upwards to
four decimal places) as supplied to the Facility Agent at its request quoted by the Reference Banks to leading banks in the Relevant
Interbank Market,
as of the Specified Time on the Quotation Day for the offering of deposits in the currency of that Utilisation and for a period comparable to the
Interest Period for that Utilisation.
“Lien” means, with respect to any Property of any person, any mortgage or deed of trust, pledge, hypothecation, assignment, deposit arrangement,
security interest, lien, charge, easement (other than any easement not materially impairing usefulness or marketability), encumbrance, preference,
priority or other security agreement or preferential arrangement of any kind or nature whatsoever on or with respect to such Property (including any
Capital Lease Obligation, conditional sale or other title retention agreement having substantially the same economic effect as any of the foregoing or
any Sale and Leaseback Transaction).
“Loan” means the aggregate principal amount outstanding for the time being of the Utilisations made under the Facility.
“London Business Day” means a day (other than a Saturday or Sunday) on which deposits may be dealt in on the Relevant Interbank Market and
banks are open for general business in London.
“Majority Lenders” means:
(a) if there is no Loan outstanding, a Lender or Lenders whose Commitments aggregate more than 50% of the Total Commitments (or, if the
Total Commitments have been reduced to zero, aggregated more than 50% of the Total Commitments immediately prior to the
reduction); or
(b) at any other time, a Lender or Lenders whose participations in the Loan then outstanding aggregate more than 50% of the Loan
outstanding.
“Margin” means 0.35 per cent. per annum.
“Material Adverse Effect” means a material adverse effect on:
(a) the business, assets, operations or financial condition of the Borrower or of the Group taken as a whole;
(b) the ability of the Borrower to perform its obligations under the Finance Documents; or
(c) the validity or enforceability of the Finance Documents or the rights or remedies of any Finance Party under the Finance Documents.
“Material Licence” means, with respect to the Borrower or a Restricted Subsidiary, any licence, authorisation or concession to operate its current
business, which, at the time of determination, accounts for more than 10% of the EBITDA for the four full fiscal quarters next preceding the date of
determination for which consolidated financial statements are available.
“Month” means a period starting on one day in a calendar month and ending on the numerically corresponding day in the next calendar month,
except that:
(a) if the numerically corresponding day is not a Business Day, that period shall end on the next Business Day in that calendar month in
which that period is to end if there is one, or if there is not, on the immediately preceding Business Day; and
(b) if there is no numerically corresponding day in the calendar month in which that period is to end, that period shall end on the last
Business Day in that calendar month.
The above rules will only apply to the last Month of any period.
“Moody’s” means Moody’s Investors Service, Inc. or any successor to the rating agency business thereof.
“Non-Chinese Content” means the portion of the Launch Services Contract Price which is attributable to goods and services other than those of
Chinese origin.
“Non-Recourse Debt” means Debt:
(a) as to which neither the Borrower nor any of its Restricted Subsidiaries (1) provides credit support of any kind (including any
undertaking, agreement or instrument that would constitute Debt) (other than pledges of Equity Interests of Unrestricted Subsidiaries for
the benefit of lenders of Unrestricted Subsidiaries), (2) is directly or indirectly liable as a guarantor or otherwise or (3) constitutes the
lender; and
(b) no default with respect to which (including any rights that the holders of the Debt may have to take enforcement action against an
Unrestricted Subsidiary) would permit upon notice, lapse of time or both any holder of any other Debt of the Borrower or any of its
Restricted Subsidiaries to declare a default on such other Debt or cause the payment of the Debt to be accelerated or payable prior to its
Stated Maturity.
“Officer” means the President Director, Deputy President Director or any Director of the Borrower.
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“Original Financial Statements” means in relation to the Borrower, its audited financial statements for its financial year ended 31 December 2006.
“Partial Loss” shall have the meaning ascribed to it in the Contract.
“Party” means a party to this Agreement.
“Permitted Liens” means:
(a) Liens to secure Purchase Money Debt of the Borrower or any Restricted Subsidiary; provided that:
(i) the aggregate principal amount of such Debt subject to such Liens does not exceed 100% of the sum of (i) the Fair Market
Value (on the date of the Incurrence thereof) of the applicable Telecommunication Assets, (ii) the Fair Market Value of any
services to be provided to the Borrower or such Restricted Subsidiary by the seller of the Telecommunication Assets in
connection therewith, (iii) the amount of interest on such Debt permitted to be capitalized during the period of construction and
installation of such assets under GAAP and (iv) any fees required to be paid by the Borrower or such Restricted Subsidiary
with respect to such Debt; and
(ii) any such Lien may not extend to any Property of the Borrower or Restricted Subsidiary, other than the Property acquired,
constructed or leased with the proceeds of such Purchase Money Debt and any improvements or accessions to such Property;
(b) Liens for taxes, assessments or governmental charges or levies on the Property of the Borrower or any Restricted Subsidiary if the same
shall not at the time be delinquent or thereafter can be paid without penalty, or are being contested in good faith and by appropriate
proceedings promptly instituted and diligently concluded; provided that any reserve or other appropriate provision that shall be required
in conformity with GAAP shall have been made therefor;
(c) Liens imposed by law, such as carriers’, warehousemen’s and mechanics’ Liens and other similar Liens, on the Property of the Borrower
or any Restricted Subsidiary arising in the ordinary course of business and securing payment of obligations that are not more than 60
days past due or are being contested in good faith and by appropriate proceedings;
(d) Liens on the Property of the Borrower or any Restricted Subsidiary Incurred in the ordinary course of business to secure performance of
obligations with respect to statutory or regulatory requirements, performance or return-of-money bonds, surety bonds or other obligations
of a like nature and incurred in a manner consistent with industry practice, in each case which are not Incurred in connection with the
borrowing of money, the obtaining of advances or credit or the payment of the deferred purchase price of Property and which do not in
the aggregate impair in any material respect the use of Property in the operation of the business of the Borrower and the Restricted
Subsidiaries taken as a whole;
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(e) Liens on Property at the time the Borrower or any Restricted Subsidiary acquired such Property, including any acquisition by means of a
merger or consolidation with or into the Borrower or any Restricted Subsidiary; provided, however, that any such Lien may not extend to
any other Property of the Borrower or any Restricted Subsidiary; provided further, however, that such Liens shall not have been Incurred
in anticipation of or in connection with the transaction or series of transactions pursuant to which such Property was acquired by the
Borrower or any Restricted Subsidiary;
(f) Liens on the Property of a person at the time such person becomes a Restricted Subsidiary; provided, however, that (i) any such Lien
may not extend to any other Property of the Borrower or any Restricted Subsidiary that is not a direct Subsidiary of such person and
(ii) any such Lien was not Incurred in anticipation of or in connection with the transaction or series of transactions pursuant to which
such person became a Restricted Subsidiary;
(g) Pledges or deposits by the Borrower or any Restricted Subsidiary under workmen’s compensation laws, unemployment insurance laws or
similar legislation, or good faith deposits in connection with bids, tenders, contracts (other than for the payment of Debt) or leases to
which the Borrower or any Restricted Subsidiary is party, or deposits to secure public or statutory obligations of the Borrower, or
deposits for the payment of rent, in each case Incurred in the ordinary course of business;
(h) Utility easements, building restrictions and such other encumbrances or charges against real Property as are of a nature generally existing
with respect to properties of a similar character;
(i) Liens existing on the date of this Agreement not otherwise described in Clauses (a) through (h) above;
(j) Liens on the Property of the Borrower or any Restricted Subsidiary to secure any refinancing, in whole or in part, of any Debt secured by
Liens referred to in Clauses (e), (f) or (g) above; provided, however, that any such Lien shall be limited to all or part of the same Property
that secured the original Lien (together with improvements and accessions to such Property) and the aggregate principal amount of Debt
that is secured by such Lien shall not be increased to an amount greater than the sum of:
(i) the outstanding principal amount, or, if greater, the committed amount, of the Debt secured by Liens described under Clauses
(e), (f) or (g) above at the time the original Lien became a Permitted Lien under the Indenture; and
(ii) an amount necessary to pay any fees and expenses, including premiums and defeasance costs, incurred by the Borrower or such
Restricted Subsidiary in connection with such refinancing;
(k) Liens on the assets of Unrestricted Subsidiaries, or on the Capital Stock of Unrestricted Subsidiaries, that secure Non-Recourse Debt of
Unrestricted Subsidiaries;
(l) Liens not otherwise permitted by Clauses (a) through (k) above securing Debt not in excess of US$25,000,000 outstanding at any time;
and
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(m) Liens encumbering customary initial deposits and margin deposits, netting provisions and setoff rights, in each case securing Debt under
Hedging Obligations.
“PRC” means the People’s Republic of China (for the purpose of this Agreement, excluding the Hong Kong Special Administrative Region, the
Macau Special Administrative Region and Taiwan).
“Preferred Stock” means any Capital Stock of a person, however designated, which entitles the holder thereof to a preference with respect to the
payment of dividend, or as to the distribution of assets upon any voluntary or involuntary liquidation or dissolution of such person, over share’s of
any other class of Capital Stock issued by such person.
“Project” means:
(a) manufacturing, testing and delivery of the Satellite in-orbit at the orbital location specified in the Contract equipped with 24 standard
C-band, 11 extended C-band and 5 Ku-band transponders and other terms and scope of work agreed in the Contract; and
(b) operation and maintenance of the Satellite.

“Project Property” means:
(a) the Satellite;
(b) the Contract and any rights thereunder; and
(c) any other assets relating to the Project.

“Property” means, with respect to any person, any interest of such person in any kind of property or asset, whether real, personal or mixed, or
tangible or intangible, including Capital Stock in, and other securities of, any other person.
“Purchase Money Debt” means Debt:
(a) consisting of the deferred purchase price of Telecommunications Assets, conditional sale obligations, obligations under any title
retention agreement, other purchase money obligations and obligations in respect of industrial revenue bonds, in each case where the
maturity of such Debt does not exceed the anticipated useful life of the Telecommunications Assets being financed; and
(b) incurred to finance the acquisition and construction by the Borrower or a Restricted Subsidiary of Telecommunications Assets, including
additions and improvements thereto,
provided, however, that such Debt is Incurred within 180 days after the acquisition and construction of Telecommunications Assets by the Borrower
or such Restricted Subsidiary.
“Quotation Day” means, in relation to any period for which an interest rate is to be determined, two London Business Days before the first day of
that period.
“Rating Agencies” means Moody’s and S&P.
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“Reference Banks” means, in relation to LIBOR, the principal London offices of HSBC Bank plc., JP Morgan Chase Bank, N.A. and The Royal
Bank of Scotland plc or such other banks as may be appointed by the Facility Agent in consultation with the Borrower.
“Relevant Interbank Market” means the London interbank market.
“Repay” means, in respect of any Debt, to repay, prepay, repurchase, redeem, legally defease or otherwise retire such Debt. “Repayment” and
“Repaid” shall have correlative meanings.
“Repayment Date” means the First Repayment Date and each of the days which are 6, 12,18, 24, 30, 36, 42, 48, 54, 60, 66, 72, 78, 84, 90, 96, 102,
108 and 114 Months after the First Repayment Date but if any such date is not a Business Day, then that Repayment Date shall be deemed to be the
immediately succeeding Business Day.
“Repayment Instalment” means each instalment for repayment of the Loan referred to in Clause 6.1 (Repayment of Loan).
“Repeating Representations” means each of the representations set out in Clauses 18.1 (Status) to 18.4 (Power and authority), Clause 18.6
(Governing law and enforcement), Clause 18.8 (No default) and 18.11 (Pari passu ranking).
“Replacement Satellite” shall have the meaning ascribed to it in the Contract.
“Restricted Subsidiary” means:
(a) a Subsidiary of the Borrower unless such Subsidiary has been and remains designated as an “Unrestricted Subsidiary” in accordance with
Clause 11.1 (Designation of Restricted Subsidiary as Unrestricted Subsidiary), and
(b) an Unrestricted Subsidiary that has been designated under Clause 11.1 (Designation of Restricted Subsidiary as Unrestricted Subsidiary)
to be a Restricted Subsidiary.
“S&P” means Standard & Poor’s Ratings Services or any successor to the rating agency business thereof.
“Sale and Leaseback Transaction” means any direct or indirect arrangement relating to Property now owned or hereafter acquired whereby the
Borrower or any Subsidiary transfers such Property to another person and the Borrower or such Subsidiary leases it back from such person.
“Satellite” shall have the meaning ascribed to it in the Contract.
“Satellite In-Orbit Acceptance Review” shall have the meaning ascribed to the term “In-Orbit Acceptance Review” in the Contract.
“Screen Rate” means, in relation to LIBOR, the British Bankers Association Interest Settlement Rate for the relevant currency and period,
displayed on the appropriate page of the Telerate screen. If the agreed page is replaced or service ceases to be available, the Facility Agent may
specify another page or service displaying the appropriate rate after consultation with the Borrower and the Lenders.
“Security” means a mortgage, charge, pledge, lien or other security interest securing any obligation of any person or any other agreement or
arrangement having a similar effect.
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“Sinosure” means China Export & Credit Insurance Corporation, a company incorporated and existing under PRC law.
“Sinosure Cover” means the medium-long term buyer credit insurance policy issued by Sinosure in relation to this Agreement.
“Sinosure Premium” means the premium due to Sinosure under the Sinosure Cover for a maximum amount currently estimated to be
US$4,010,942.91, such premium being subject to the final approval of Sinosure.
“Specified Time” means a time determined in accordance with Schedule 6 (Timetables).
“Starting Date of Credit” means the earlier of (i) the date of successful completion of the Satellite In-Orbit Acceptance Review under the Contract
and (ii) 29 September 2009.
“Stated Maturity” means, with respect to any security, the date specified in such security as the fixed date on which the payment of principal of
such security is due and payable, including pursuant to any mandatory redemption provision (but excluding any provision providing for the
repurchase of such security at the option of the holder thereof upon the happening of any contingency beyond the control of the issuer unless such
contingency has occurred).
“Subsidiary” means in relation to any company or corporation, a company or corporation:
(a) which is controlled, directly or indirectly, by the first mentioned company or corporation;
(b) more than half the issued share capital of which is beneficially owned, directly or indirectly by the first mentioned company or
corporation; or
(c) which is a Subsidiary of another Subsidiary of the first mentioned company or corporation,
and for this purpose, a company or corporation shall be treated as being controlled by another if that other company or corporation is able to direct
its affairs and/or to control the composition of its board of directors or equivalent body.
“Supplier” means Thales Alenia Space France, a company incorporated and existing under French law.
“Supplier’s Contract Payments” means all amounts payable by the Supplier to the Borrower under the Contract including performance incentive
payments and liquidated damages but excluding Termination Payments.
“Taxes” means any tax, levy, impost, duty or other charge or withholding of a similar nature (including any penalty or interest payable in
connection with any failure to pay or any delay in paying any of the same) and “Tax” and “Taxation” shall be construed accordingly.
“Telecommunication Assets” means:
(a) any Property (other than cash, cash equivalents and Capital Stock or other securities) to be owned by the Borrower or any Restricted
Subsidiary and the Telecommunications Business; or
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(b) Capital Stock of a person that becomes a Restricted Subsidiary as a result of the acquisition of such Capital Stock by the Borrower or
another Restricted Subsidiary from any person other than an Affiliate of the Borrower,
provided, however, that in the case of Clause (b), such person is primarily engaged in the Telecommunications Business; and provided further,
however, that for purposes of the definition of Purchase Money Debt, Telecommunications Asset shall consist only of Property described in Clause
(a) above and shall not include Property constituting all or substantially all the assets of a business or an operating unit of a business.
“Telecommunications Business” means the business of:
(a) transmitting, or providing services relating to the transmission of, voice, video or data;
(b) constructing, creating, developing or marketing communications networks, related network transmission equipment, software and other
devices for use in a communications business; or
(c) evaluating, participating in or pursuing any other activity or opportunity that is primarily related to those identified in Clause (a) or
(b) above,
provided that the determination of what constitutes a Telecommunications Business shall be made in good faith by the board of directors of the
Borrower.
“Termination Payments” means any amount payable by the Supplier to the Borrower in case of termination of the Contract by the Borrower for
convenience following a Total Loss or Constructive Total Loss of the first Satellite after launch. The amount payable shall be the difference between
(i) the amount of the insurance proceeds received by the Supplier for the manufacture and launch of the Replacement Satellite it is then no longer
required to build and deliver under the Contract and (ii) all costs and expenses incurred by the Supplier as a result of the termination.
“Total Commitments” means US$44,200,000 (representing 85% of the price payable under the Launch Services Contract at the date of this
Agreement).
“Total Loss” shall have the meaning ascribed to it in the Contract.
“Transfer Certificate” means a certificate substantially in the form set out in Schedule 5 (Form of Transfer Certificate) or any other form agreed
between the Facility Agent and the Borrower.
“Transfer Date” means, in relation to a transfer, the later of:
(a) the proposed Transfer Date specified in the Transfer Certificate; and
(b) the date on which the Facility Agent executes the Transfer Certificate.
“Unpaid Sum” means any sum due and payable but unpaid by the Borrower under the Finance Documents.
“Unrestricted Subsidiary” means any Subsidiary of the Borrower that has been designated as an Unrestricted Subsidiary in accordance with Clause
11.1 (Designation of Restricted Subsidiary as Unrestricted Subsidiary).
“US$” or “Dollars” means the lawful currency of the United States of America.
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“Utilisation” means any utilisation made under the Facility.
“Utilisation Date” means, with respect to a Utilisation, the date of that Utilisation.
“VAT” means value added tax or goods and services tax and any other tax of a similar nature.
“Voting Stock” of any person means all classes of Capital Stock or other interests (including partnership interests) of such person then outstanding
and normally entitled (without regard to the occurrence of any contingency) to vote in the election of directors, managers or trustees thereof.
“Wholly-Owned Subsidiary” means, at any time, a Restricted Subsidiary all the Voting Stock of which (except directors’ qualifying shares) is at
such time owned, directly or indirectly, by the Borrower and its other Wholly-Owned Subsidiaries.
1.2 Construction
(a) Unless a contrary indication appears, any reference in this Agreement or any other Finance Document to:
(i) the “Facility Agent”, the “Security Agent” the “Arranger”, any “Finance Party”, any “Lender” or any “Party” shall be construed so
as to include its successors in title, permitted assigns and permitted transferees;
(ii) “assets” or “properties” includes present and future properties, revenues and rights of every description;
(iii) an “authorised signatory” means a person that has been duly authorised by another person (the “other person”) to execute or sign any
Finance Document (or other document or notice to be executed or signed by the other person under or in connection with any Finance
Document) on behalf of that other person;
(iv) a “Finance Document” or any other agreement or instrument is a reference to that Finance Document or other agreement or instrument
as amended or novated except for the purposes of references to defined terms under the Contract, which shall mean those terms in the
Contract as at the date of this Agreement so that any changes to those defined terms will only be applicable if confirmed in accordance
with Clause 34.4 (Defined Terms in Contract);
(v) “indebtedness” includes any obligation (whether incurred as principal or as surety) for the payment or repayment of money, whether
present or future, actual or contingent;
(vi) a “person” includes any person, firm, company, corporation, government, state or agency of a state or any association, trust or
partnership (whether or not having separate legal personality) of two or more of the foregoing;
(vii) a “regulation” includes any regulation, rule, official directive, request or guideline (whether or not having the force of law) of any
governmental, intergovernmental or supranational body, agency, department or regulatory, self-regulatory or other authority or
organisation;
(viii) a provision of law is a reference to that provision as amended or re-enacted; and
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(ix) a time of day is a reference to Paris time.
(b) Section, Clause and Schedule headings are for ease of reference only and shall not affect the construction of this Agreement.
(c) Unless a contrary indication appears, a term used in any other Finance Document or in any notice given under or in connection with any Finance
Document has the same meaning in that Finance Document or notice as in this Agreement.
(d) A Default (other than an Event of Default) is “continuing” if it has not been remedied or waived and an Event of Default is “continuing” if it has
not been waived.
1.3 Third party rights
(a) Unless expressly provided to the contrary in a Finance Document, a person who is not a Party has no right under the Contracts (Rights of Third
Parties) Act 1999 (the “Third Parties Act”) to enforce or to enjoy the benefit of any term of this Agreement.
(b) Notwithstanding any term of any Finance Document, the consent of any person who is not a Party, with the exception of Sinosure, is not required to
rescind or vary this Agreement at any time.
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SECTION 2
THE FACILITY
2. THE FACILITY
2.1 The Facility

Subject to the terms of this Agreement, the Lenders agree to make available to the Borrower a dollar term loan facility up to an aggregate amount
equal to the Total Commitments as set out in Schedule 1 (Name of Original Lenders), of which no more than 25 per cent of the Total Commitments
shall be advanced in respect of Non-Chinese Content (being US$11,050,000).
2.2 Finance Parties’ rights and obligations
(a) The obligations of each Finance Party under the Finance Documents are several. Failure by a Finance Party to perform its obligations under the
Finance Documents does not affect the obligations of any other Party under the Finance Documents. No Finance Party is responsible for the
obligations of any other Finance Party under the Finance Documents.
(b) The rights of each Finance Party under or in connection with the Finance Documents are separate and independent rights and any debt arising under
the Finance Documents to a Finance Party from the Borrower shall be a separate and independent debt.
(c) A Finance Party may, except as otherwise stated in the Finance Documents, separately enforce its rights under the Finance Documents.
3. PURPOSE
3.1 Purpose
The purpose of this Facility is to finance the payment of 85% of the price payable under the Launch Services Contract.
3.2 Waiver of claims and defences

The Borrower hereby acknowledges that its liability to pay in full any sum payable under this Agreement on the due date for payment thereof is
totally independent from, and is in no way conditional upon performance by the Supplier of its obligations under the Contract or by the Launch
Service Provider of its obligations under the Launch Services Contract, or under any other agreement and shall not be affected in any way by reason
of any claim or defence which the Borrower may have or may consider that it has against the Supplier or the Launch Service Provider or any other
third party.
4. CONDITIONS OF UTILISATION
4.1 Initial conditions precedent

No Utilisation under the Facility shall be made unless the Facility Agent has received all of the documents and other evidence listed in Schedule 2
(Conditions Precedent) in form and substance reasonably satisfactory to the Facility Agent. The Facility Agent shall notify the Borrower and the
Lenders promptly upon being so reasonably satisfied.
4.2 Further conditions precedent

The Lenders will only be obliged to comply with Clause 5 (Utilisation) if on the proposed Utilisation Date:
(a) no Default is continuing or would result from the proposed Utilisation;
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(b) the representations in Clause 18 (Representations) to be made by the Borrower are true in all material respects;
(c) the Facility Agent has received not later than five (5) Business Days prior to the proposed Utilisation Date the documents listed in
Schedule 3 (Documents Required for Utilisation; and a written confirmation from the Supplier (a copy of which has been delivered to the
Borrower) that it has duly delivered the relevant invoice to the Borrower and not been notified in the 10 days following such delivery of
any dispute in the payment of the invoiced amount, pursuant to the Contract;
(d) the Sinosure Cover remains in full force and effect and not suspended or cancelled, and the Facility Agent is, in its sole discretion,
satisfied that all conditions of the Sinosure Cover with respect to this Agreement and of the credit insurance cover with respect to this
Agreement are fully fulfilled and that the credit insurance coverage will apply to such Utilisation under this Agreement; and
(e) each of the Contract and the Launch Services Contract is in full force and effect, has not been suspended, interrupted, cancelled or
terminated, amended or modified (otherwise than as authorised under this Agreement); no arbitration or other legal proceedings have
been initiated between the Supplier and the Launch Service Provider in respect of the Launch Services Contract and neither the Supplier
nor the Launch Service Provider have taken any action to suspend the Launch Services Contract.
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SECTION 3
UTILISATION
5. UTILISATION
5.1 Payments
Any and all Utilisations under the Facility:
(a) shall only be made, as instructed by the Supplier in a notice in the form set out in Schedule 4 (Form of Notice from the Supplier), by direct payment
from the Facility Agent to the Launch Service Provider in accordance with Clause 3.1 (Purpose), Clause 5.2 (Borrower’s Mandate: Payment
Instructions) and Schedule 4 (Form of Notice from the Supplier);
(b) shall be for the account of the Borrower, each payment being made in the name of, and on behalf of, the Borrower, towards its satisfaction of the
relevant payment obligation under the Contract;
(c) on its or their respective Utilisation Date, shall (in the case of the first Utilisation) constitute the Loan; and (in the case of each subsequent
Utilisation) be added to and form part of the Loan; and
(d) shall comply with the following schedule as set out in the Launch Services Contract, with the terms “Payment Due Date” or “Date” referring to each
relevant Utilisation Date, the term “Payment Amounts in USD” referring to the amount of each Utilisation, the term “EDC” referring to the effective
date of the Launch Services Contract and “D” referring to the Launch Date as defined under the Launch Services Contract:
Payment Due Date Date Payment Amounts in USD

EDC+6 months Jan 31st 2008 6,760,000
EDC+8 months March 31st 2008 10,400,000
EDC+12 months July 31st 2008 6,240,000
EDC+16 months Nov 30th 2008 5,200,000
EDC+20 months March 31st 2009 5,200,000
D-15 Days 5,200,000
D+1 month 5,200,000
Total 44,200,000
5.2 Borrower’s Mandate: Payment Instructions
(a) Utilisations under the Facility may be made only pursuant to Clause 5.1 (Payments). The Borrower accordingly authorises the Facility Agent to pay
on the relevant payment due date, on its behalf and for its account, the amount directly to the Launch Service Provider pursuant to Clause 5.1
(Payments), against the delivery by the Supplier to the Facility Agent on or before the Specified Time of the documents specified in Schedule 3
(Documents Required for Utilisation) and Schedule 4 (Form of Notice from the Supplier) where such documents are found by the Facility Agent to
be in order.
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(b) Such instructions, which are hereby accepted by the Facility Agent and acknowledged by the Facility Agent, the Borrower and each Lender to be
made in their joint interest, are irrevocable and may not be revoked or modified without the express written consent of the Borrower and the Facility
Agent, acting on the instructions of the Majority Lenders and Sinosure.
(c) The Facility Agent shall notify the Borrower and Sinosure of the amount and Utilisation Date of each Utilisation promptly after such Utilisation has
been made. The Borrower also agrees that any Utilisation made under or pursuant to this Clause 5 shall be deemed to have been made to or for the
account of the Borrower and the Borrower waives all rights of protest it may have to the contrary.
(d) The responsibility of the Facility Agent for the examination of the documents referred to in Clause 5.2(a) shall be limited to ascertaining that they
appear to be in order on their face, in accordance with the meaning of such terms under the Uniform Customs and Practice for Documentary Credits
(Publication 600). Documents which appear on their face to be inconsistent with one another shall be considered not to be in order.
(e) The Facility Agent and the Lenders shall not be responsible for any delay in making available any Utilisation resulting from a failure to meet any
requirement for the delivery of further information or documents required by the Facility Agent to confirm that the conditions of Clause 4
(Conditions of Utilisation) and of this Clause 5 have been met.
(f) No Utilisation may be made outside of the Availability Period.
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SECTION 4
6. REPAYMENT
6.1 Repayment of Loan

The Loan outstanding after the Availability Period shall be repaid in twenty equal semi-annual instalments (each a “ Repayment Instalment”). One
Repayment Instalment shall fall due on each Repayment Date.
6.2 Reborrowing
The Borrower may not reborrow any part of the Facility which is repaid.
7. PREPAYMENT AND CANCELLATION
7.1 Illegality
If, at any time, it is or will become unlawful in any applicable jurisdiction for any Lender to perform any of its obligations as contemplated by this
Agreement or to fund a Utilisation or maintain its participation in the Loan:
(a) the relevant Lender shall promptly notify the Facility Agent upon becoming aware of that event;
(b) upon the Facility Agent notifying the Borrower, the Commitment of that Lender will be immediately cancelled; and
(c) the Borrower shall repay that Lender’s participation in the Loan on the last day of the Interest Period occurring after the Facility Agent
has notified the Borrower or, if earlier, the date specified by the Facility Agent (being no earlier than the last day of any applicable grace
period permitted by law).
7.2 Voluntary cancellation

The Borrower may at any time prior to the Utilisation Date and prior to the end of the Availability Period, if it gives the Facility Agent not less than
30 days’ prior notice, cancel the whole or any part (being a minimum amount of US$10,000,000) of the Available Facility, provided that the
Borrower also makes a corresponding pro rata cancellation of the available facility under the COface Facility, except in the case of a cancellation of
the entire remaining Available Facility in an amount no greater than US$2,000,000, in which case no such corresponding pro-rata cancellation under
the COFACE Facility is required. Any cancellation under this Clause 7.2 shall reduce the Commitments of the Lenders rateably.
7.3 Voluntary prepayment
(a) The Borrower may, if it gives the Facility Agent not less than 30 days’ prior notice, prepay the whole or any part of the Loan (but, if in
part, being an amount that reduces the amount of the Loan by a minimum amount of US$10,000,000 and in integral multiples of
US$1,000,000);
(b) The Loan may only be prepaid after the last day of the Availability Period (or, if earlier, the day on which the Available Facility is zero)
and on a Repayment Date; and
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(c) Any prepayment under this Clause 7.3 shall satisfy the obligations under Clause 6.1 (Repayment of Loan) in inverse chronological order,
provided that the Borrower shall not make a voluntary prepayment under the Facility unless the Borrower also makes a corresponding pro rata
voluntary prepayment under the COface Facility.
7.4 Mandatory prepayment
(a) In the event that:
(i) the Contract and/or the Launch Services Contract is terminated prior to the Starting Date of Credit;
(ii) a Total Loss or Constructive Total Loss of (x) the Satellite and a subsequent cancellation, repudiation or termination of the Contract and
the Launch Services Contract, or (y) of the Replacement Satellite (if the Launch Service Provider is selected under the Contract to launch
the Replacement Satellite);
(iii) the Launch Service Provider ceases to be selected under the Contract to launch the Satellite or the Replacement Satellite;
(iv) the Sinosure Cover is invalid or not in full force and effect; or
(v) the Borrower’s request for covenant suspension/relaxation is not agreed by the Facility Agent acting on the instructions of the Majority
Lenders and with the consent of Sinosure under Clause 21.13 (Suspension and Relaxation of Certain Covenants) within 30 days of that
request,
the Borrower shall immediately prepay the outstanding Loan under the Facility and the outstanding loans under the COface Facility on a pro-rata
basis, except that in the events as described in paragraphs (iii) or (iv), the Borrower shall only immediately prepay the outstanding Loan under the
Facility.
(b) The Facility Agent shall immediately instruct the Security Agent to apply amounts directed to the Security Agent under the Délégation in respect of
a cancellation of the Contract and under the Assignment of Insurance Proceeds in or towards prepayment of the outstanding Loan under the Facility
and the outstanding loan under the COface Facility on a pro-rata basis, except that under the events as described in Clauses 7.4(a)(iii) or 7.4(a)(iv)
only the outstanding Loan under the Facility shall be prepaid.
(c) Any prepayment under this Clause 7.4 shall satisfy the obligations under Clause 6.1 (Repayment of Loan) in inverse chronological order.
7.5 Right of repayment and cancellation in relation to a single Lender
(a) If:
(i) any sum payable to any Lender by the Borrower is required to be increased under Clause 13.2 (Tax gross-up); or
(ii) any Lender claims indemnification from the Borrower under Clause 13.3 (Tax indemnity) or Clause 14 (Increased Costs),
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the Borrower may, whilst the circumstance giving rise to the requirement or indemnification continues, give the Facility Agent notice of cancellation
of the Commitment of that Lender and its intention to procure the repayment of that Lender’s participation in the Loan.
(b) On receipt of a notice referred to in paragraph (a) above, the Commitment of that Lender shall immediately be reduced to zero.
(c) On the last day of the Interest Period which ends after the Borrower has given notice under paragraph (a) above (or, if earlier, the date
specified by the Borrower in that notice), the Borrower shall repay that Lender’s participation in the Loan.
7.6 Restrictions
(a) Any notice of cancellation or prepayment given by any Party under this Clause 7 shall be irrevocable and, unless a contrary indication appears in
this Agreement, shall specify the date or dates upon which the relevant cancellation or prepayment is to be made and the amount of that cancellation
or prepayment.
(b) Any prepayment under this Agreement shall be made together with accrued interest on the amount prepaid and, subject to any Break Costs (if
applicable), without premium or penalty.
(c) The Borrower may not reborrow any part of the Facility which is prepaid.
(d) The Borrower shall not repay or prepay all or any part of the Loan or cancel all or any part of the Commitments except at the times and in the
manner expressly provided for in this Agreement.
(e) If the Facility Agent receives a notice under this Clause 7 it shall promptly forward a copy of that notice to either the Borrower or the affected
Lender or Lenders, as appropriate.
(f) Any pro-rata prepayment of the COface Facility shall take place on the same date as prepayment of the Facility.
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SECTION 5
8. INTEREST
8.1 Calculation of interest

The Borrower shall pay interest to the Facility Agent on the Loan at a rate per annum determined by the Facility Agent to be the aggregate of (a) the
Margin and (b) LIBOR for such Interest Period at or about 11.00 a.m. on the Quotation Day. Such interest shall accrue from the date of the first
Utilisation to the date of actual repayment of the Loan.
8.2 Payment of interest

The Borrower shall pay on each Interest Payment Date accrued interest on the Loan. Interest shall be calculated on the actual number of days
elapsed on the basis of a 360-day year.
8.3 Default interest
(a) If the Borrower fails to pay any amount payable by it under a Finance Document to which it is a party on its due date, interest shall accrue on the
overdue amount from the due date up to the date of actual payment (both before and after judgment) at a rate which is the sum of two per cent and
the rate which would have been payable if the overdue amount had, during the period of non-payment, constituted a Utilisation in the currency of
the overdue amount for successive Interest Periods. Any interest accruing under this Clause 8.3 shall be immediately payable by the Borrower on
demand by the Facility Agent.
(b) Default interest (if unpaid) arising on an overdue amount will be compounded with the overdue amount on each Interest Payment Date applicable to
that overdue amount but will remain immediately due and payable.
8.4 Notification of interest

The Facility Agent shall send to the Borrower a statement of the interest due for each Interest Period prior to the relevant Interest Payment Date. If a
Utilisation is made upon or the Starting Date of Credit becomes known to the Facility Agent after such statement has been sent, the Facility Agent
shall, where practicable, send to the Borrower a supplementary statement. The statement will be sent by fax no later than twenty (20) days prior to
the relevant Interest Payment Date (and the supplementary statement will be sent by fax promptly upon becoming aware of the amount due) and
will, in each case, be followed by delivery of the original statement all in accordance with Clause 30 (Notices/Communications). Notwithstanding
the foregoing provisions of this Clause 8.4, any delay or failure by the Facility Agent to send a statement shall not affect the obligation of the
Borrower to pay interest.
9. INTEREST PERIODS
9.1 Duration of Interest Periods
(a) Each Interest Period shall, subject as provided in Clause 8.1 (Calculation of interest) and below, be six (6) Months.
(b) The first Interest Period for the Loan will start on the Utilisation Date of the first Utilisation and, if the COface Facility has been utilised before that
first Utilisation Date, end on the last day of the current interest period for the loan under the COFACE Facility. Each subsequent Interest Period until
the First Repayment Date shall start on the last day of its preceding Interest Period and end on the earlier of (i) six (6) Months after such date or
(ii) the Starting Date of Credit.
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(c) The first Interest Period relating to that part of the Loan represented by each of the second and all subsequent Utilisations shall start on its Utilisation
Date and end on the next Interest Payment Date.
(d) The Interest Period commencing on the Starting Date of Credit will start on the Starting Date of Credit and end on the First Repayment Date and
each subsequent Interest Period will start on the last day of its preceding Interest Period and end on the following Repayment Date, with the last
Interest Period ending on the Final Maturity Date.
(e) The Loan shall only have one Interest Period applicable to it at any time, except in the circumstances described in paragraph (c) above for the first
Interest Periods applicable to that part of the Loan represented by further Utilisations before they are consolidated on subsequent Interest Payment
Date(s).
9.2 Non-Business Days

If an Interest Period would otherwise end on a day which is not a Business Day, that Interest Period will instead end on the next Business Day in
that calendar month (if there is one) or the preceding Business Day (if there is not).
10. CHANGES TO THE CALCULATION OF INTEREST
10.1 Absence of quotations

Subject to Clause 10.2 (Market disruption), if LIBOR is to be determined by reference to the Reference Banks but a Reference Bank does not supply
a quotation by the Specified Time on the Quotation Day, the applicable LIBOR shall be determined on the basis of the quotations of the remaining
Reference Banks.
10.2 Market disruption
(a) If a Market Disruption Event occurs in relation to a Utilisation for any Interest Period, then the rate of interest on each Lender’s share of that
Utilisation for the Interest Period shall be the rate per annum which is the sum of:
(i) the Margin; and
(ii) the rate notified to the Facility Agent by that Lender as soon as practicable and in any event before interest is due to be paid in respect of
that Interest Period, to be that which expresses as a percentage rate per annum the cost to that Lender of funding its participation in that
Utilisation from whatever source it may reasonably select.
(b) In this Agreement “Market Disruption Event” means:
(i) at or about noon in London on the Quotation Day for the relevant Interest Period the Screen Rate is not available or the Screen Rate is
zero or negative and none or only one of the Reference Banks supplies a rate to the Facility Agent to determine LIBOR for US Dollars
for the relevant Interest Period; or
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(ii) before close of business in London on the Quotation Day for the relevant Interest Period, the Facility Agent receives notifications from a
Lender or Lenders (whose participations in a Utilisation exceed 35 per cent. of that Utilisation) that the cost to it or them of obtaining
matching deposits in the Relevant Interbank Market would be in excess of LIBOR.
10.3 Alternative basis of interest or funding
(a) If a Market Disruption Event occurs and the Facility Agent or the Borrower so requires, the Facility Agent and the Borrower shall enter into
negotiations (for a period of not more than thirty days) with a view to agreeing a substitute basis for determining the rate of interest.
(b) Any alternative basis agreed pursuant to paragraph (a) above shall, with the prior consent of all the Lenders and the Borrower, be binding on all
Parties.
10.4 Break Costs

The Borrower shall reimburse to each Lender, upon demand, all costs and expenses incurred by such Lender in relation to any repayment or
prepayment of the Loan (or any part thereof) other than on an Interest Payment Date, whether by voluntary prepayment or by acceleration, pursuant
to any of the provisions of this Agreement (including, but not limited to, Clauses 7.3 (Voluntary prepayment), Clause 7.5 ( Right of repayment and
cancellation in relation to a single Lender), Clause 14 (Increased Costs) and Clause 22 (Events of Default)) but excluding any repayment made
under Clause 6 (Repayment) or any prepayment under Clauses 7.1 (Illegality), Clause 7.4 (Mandatory prepayment) or Clause 14 (Increased Costs)
for its losses, costs and expenses incurred in obtaining, liquidating, employing or reemploying deposits from third parties in respect of funds
borrowed, contracted for or utilized to fund the amount so repaid or paid, arising directly from such payment by the Borrower, provided that such
demand of the Lender shall be supported by a statement certifying in reasonable detail the amount of such costs or expenses, which statement shall
constitute evidence thereof and shall be conclusive and binding save for manifest error proved by the Borrower.
11. DESIGNATION OF RESTRICTED AND UNRESTRICTED SUBSIDIARIES
11.1 Designation of Restricted Subsidiary as Unrestricted Subsidiary

The board of directors of the Borrower may, by written notice to the Facility Agent, designate any Restricted Subsidiary to be an Unrestricted
Subsidiary if:
(i) all Debt of such Subsidiary, whether in existence at the time of designation as an Unrestricted Subsidiary, or Incurred thereafter, is
Non-Recourse Debt;
(ii) such Subsidiary is not party to any agreement, contract, arrangement or understanding with the Borrower or any Restricted Subsidiary
unless the terms of any such agreement, contract, arrangement or understanding are no less favorable to the Borrower or such Restricted
Subsidiary than those that might be obtained at the time from persons who are not Affiliates of the Borrower;
(iii) such Subsidiary is a person with respect to which neither the Borrower nor any Restricted Subsidiaries has any direct or indirect
obligation (i) to subscribe for additional Equity Interests, or (ii) to maintain or preserve such person to achieve any specified levels of
operating results; and
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(iv) the designation would not otherwise cause a Default.
11.2 Automatic reversion

If, at any time, any Unrestricted Subsidiary fails to meet the requirements outlined in Clause 11.1 (Designation of Restricted Subsidiary as
Unrestricted Subsidiary) for an Unrestricted Subsidiary, it will immediately cease to be an Unrestricted Subsidiary.
11.3 Designation of Unrestricted Subsidiary as Restricted Subsidiary

The board of directors of the Borrower may, by written notice to the Facility Agent, designate any Unrestricted Subsidiary to be a Restricted
Subsidiary if the designation would not cause a Default.
12. FEES AND SINOSURE PREMIUM
12.1 Structuring Fee

The Borrower shall pay to the Facility Agent (for the account of the Arranger) a structuring fee in the amount and at the times agreed in the Fee
Letter.
12.2 Commitment Fee

The Borrower shall pay to the Facility Agent (for the account of each Lender) a fee of 0.20% (zero point two per cent) per annum on each Lender’s
Available Commitment on the basis of the actual number of days elapsed and a year of 360 days. Accrued commitment fees shall be payable as from
the date of this Agreement on the last day of each successive period of six (6) Months which ends during the Availability Period and on the last day
of the Availability Period (or, if the Available Facility is cancelled in full, on the cancelled amount of the relevant Lender’s Commitment at the time
the cancellation is effective). This fee will be distributed by the Facility Agent to the Lenders pro rata to their respective Commitments.
12.3 Sinosure Premium
(a) The Borrower shall pay directly to Sinosure the Sinosure Premium within thirty (30) days after the date of receipt from the Facility Agent of the
notice issued by Sinosure for the payment of the Sinosure Premium in connection with the Sinosure Cover. The amount of the Sinosure Premium
provided by Sinosure in such notice shall be binding upon the Borrower. The Sinosure Cover will only become effective after payment by the
Borrower of the Sinosure Premium.
(b) Subject to the final confirmation by Sinosure, the Sinosure Premium is currently estimated to be in an amount of US$4,010,942.
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SECTION 6
13. TAX GROSS UP AND INDEMNITIES
13.1 Definitions
(a) In this Clause 13:

“Protected Party” means a Finance Party which is or will be subject to any liability, or required to make any payment, for or on account of Tax in
relation to a sum received or receivable (or any sum deemed for the purposes of Tax to be received or receivable) under a Finance Document.
“Tax Deduction” means a deduction or withholding for or on account of Tax from a payment to a Finance Party under a Finance Document.
(b) Unless a contrary indication appears, in this Clause 13 a reference to “determines” or “determined” means a determination made in the absolute
discretion of the person making the determination.
13.2 Tax gross-up
(a) The Borrower shall make all payments to be made by it without any Tax Deduction, unless a Tax Deduction is required by law.
(b) The Borrower shall promptly upon becoming aware that it must make a Tax Deduction (or that there is any change in the rate or the basis of a Tax
Deduction) notify the Facility Agent accordingly. Similarly, a Lender shall notify the Facility Agent on becoming so aware in respect of a payment
payable to that Lender. If the Facility Agent receives such notification from a Lender it shall notify the Borrower.
(c) Subject to paragraph (e) below, if the Borrower is required to make a Tax Deduction, the Borrower shall make that Tax Deduction and any payment
required in connection with that Tax Deduction within the time allowed and in the minimum amount required by law.
(d) Within thirty (30) days of making either a Tax Deduction or any payment required in connection with that Tax Deduction, the Borrower shall
deliver to the Facility Agent for the Finance Party entitled to the payment evidence reasonably satisfactory (which may include if available, without
limitation, an original receipt (or certified copy thereof)) to that Finance Party that the Tax Deduction has been made or (as applicable) any
appropriate payment paid in accordance with law or regulation to the relevant taxing authority.
(e) In the event there is a Tax Deduction required by the Indonesian tax authorities, the Lenders shall use reasonable endeavours to offset the Tax
Deduction with a tax credit, subject to the availability of the tax credit under the Indonesia-France tax treaty. The Lenders’ obligation to apply for a
tax credit for the cost of such Tax Deduction is subject to (i) the Lenders’ ability to continue to be entitled to receive the appropriate tax credit in an
amount up to the amount of the Tax Deduction required by the Indonesian government and/or Indonesian tax authorities on interest payments, and
(ii) the extent to which the Lenders’ taxable income is sufficient for them to realise the benefit of the relevant tax credit. In the event of any change
in the Indonesia- French tax treaty or French law (including any amendment or change in an official,
30
administrative or judicial interpretation, pronouncement or application of, or practice under, such treaty or law, or any change in the published
practice of any tax authority) that removes in whole or in part the entitlement to a tax credit available to the Lenders, or, if for any other reason, the
Lenders do not receive the net amount of interest due to it as a result of a withholding required by the Indonesian government and/or Indonesian tax
authorities, applicable payments of interest made by the Borrower under the Finance Documents shall be increased by an amount which (after
making any withholding required by the Indonesian government and/or Indonesian tax authorities) leaves a net amount equal to the payment which
would have been due if no such withholding had been required.
13.3 Tax indemnity
(a) The Borrower shall (within ten (10) Business Days of demand by the Facility Agent) pay to a Protected Party an amount equal to the loss, liability
or cost which that Protected Party determines will be or has been (directly or indirectly) suffered for or on account of Tax by that Protected Party in
respect of a Finance Document.
(b) Paragraph (a) above shall not apply:
(i) with respect to any Tax assessed on a Protected Party:
(A) under the law of the jurisdiction in which that Protected Party is incorporated or, if different, the jurisdiction (or jurisdictions)
in which that Protected Party is treated as resident for tax purposes; or
(B) under the law of the jurisdiction in which that Protected Party’s Facility Office is located in respect of amounts received or
receivable in that jurisdiction,
if that Tax is imposed on or calculated by reference to the net income received or receivable (but not any sum deemed to be received or
receivable) by that Protected Party; or
(ii) to the extent a loss, liability or cost is compensated for by an increased payment under Clause 13.2 (Tax gross-up).
(c) A Protected Party making, or intending to make a claim under paragraph (a) above shall promptly notify the Facility Agent of the event which will
give, or has given, rise to the claim, following which the Facility Agent shall notify the Borrower.
(d) A Protected Party shall, on receiving a payment from the Borrower under this Clause 13.3, notify the Facility Agent.
13.4 Stamp taxes

The Borrower shall pay and, within ten (10) Business Days of demand, indemnify each Finance Party against any cost, loss or liability that Finance
Party incurs in relation to all stamp duty, registration and other similar Taxes payable in respect of any Finance Document.
13.5 Value added tax
(a) All amounts set out, or expressed to be payable under a Finance Document by any Party to a Finance Party which (in whole or in part) constitute the
consideration for VAT purposes shall be deemed to be exclusive of any VAT which is chargeable
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on such supply, and accordingly, subject to paragraph (c) below, if VAT is chargeable on any supply made by any Finance Party to any Party under
a Finance Document, that Party shall pay to the Finance Party (in addition to and at the same time as paying the consideration) an amount equal to
the amount of the VAT (and such Finance Party shall promptly provide an appropriate VAT invoice to such Party).
(b) If VAT is chargeable on any supply made by any Finance Party (the “ Supplier”) to any other Finance Party (the “Recipient”) under a Finance
Document, and any Party (the “Relevant Party”) is required by the terms of any Finance Document to pay an amount equal to the consideration for
such supply to the Supplier (rather than being required to reimburse the Recipient in respect of that consideration), such Party shall also pay to the
Supplier (in addition to and at the same time as paying such amount) an amount equal to the amount of such VAT. The Recipient will promptly pay
to the Relevant Party an amount equal to any credit or repayment from the relevant tax authority which it reasonably determines relates to the VAT
chargeable on that supply.
(c) Where a Finance Document requires any Party to reimburse a Finance Party for any costs or expenses, that Party shall also at the same time pay and
indemnify the Finance Party against all VAT incurred by the Finance Party in respect of the costs or expenses to the extent that the Finance Party
reasonably determines that neither it nor any other member of any group of which it is a member for VAT purposes is entitled to credit or repayment
from the relevant tax authority in respect of the VAT.
14. INCREASED COSTS
14.1 Increased costs
(a) Subject to Clause 14.3 (Exceptions) the Borrower shall, within ten (10) Business Days of a demand by the Facility Agent, pay to a Finance Party the
amount of any Increased Costs incurred by that Finance Party in respect of such Finance Party as a result of (i) the introduction of or any change in
(or in the interpretation, administration or application of) any law or regulation or (ii) compliance with any law or regulation made after the date of
this Agreement.
(b) In this Agreement “Increased Costs” means:
(i) a reduction in the rate of return from the Facility or on a Finance Party’s overall capital;
(ii) an additional or increased cost; or
(iii) a reduction of any amount due and payable under any Finance Document,
which is incurred or suffered by a Finance Party, to the extent that it is attributable to that Finance Party having entered into its Commitment or
funding or performing its obligations under any Finance Document.
14.2 Increased cost claims
(a) A Finance Party intending to make a claim pursuant to Clause 14.1 (Increased costs) shall notify the Facility Agent of the event giving rise to the
claim, following which the Facility Agent shall promptly notify the Borrower.
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(b) Each Finance Party shall, as soon as practicable after a demand by the Facility Agent, provide a certificate confirming the amount of Increased
Costs.
14.3 Exceptions
(a) Clause 14.1 (Increased costs) does not apply to the extent any Increased Cost is:
(i) attributable to a Tax Deduction required by law to be made by the Borrower;
(ii) compensated for by Clause 13.3 (Tax indemnity) (or would have been compensated for under Clause 13.3 (Tax indemnity) but was not so
compensated solely because any of the exclusions in paragraph (b) of Clause 13.3 (Tax indemnity) applied); or
(iii) attributable to the wilful breach by the relevant Finance Party of any law or regulation.
(b) In this Clause 14.3, a reference to a “Tax Deduction” has the same meaning given to the term in Clause 13.1 (Definitions),
15. OTHER INDEMNITIES
15.1 Currency indemnity
(a) If any sum due from the Borrower under the Finance Documents to which it is party (a “Sum”), or any order, judgment or award given or made in
relation to a Sum, has to be converted from the currency (the “First Currency”) in which that Sum is payable into another currency (the “Second
Currency”) for the purpose of:
(i) making or filing a claim or proof against the Borrower;
(ii) obtaining or enforcing an order, judgment or award in relation to any litigation or arbitration proceedings,
the Borrower shall as an independent obligation, within ten (10) Business Days of demand, indemnify each Finance Party to whom that Sum is due
against any cost, loss or liability arising out of or as a result of the conversion including any discrepancy between (A) the rate of exchange used to
convert that Sum from the First Currency into the Second Currency and (B) the rate or rates of exchange available to that person at the time of its
receipt of that Sum.
(b) The Borrower waives any right it may have in any jurisdiction to pay any amount under the Finance Documents in a currency or currency unit other
than that in which it is expressed to be payable.
15.2 Other indemnities

The Borrower shall, within ten (10) Business Days of demand, indemnify each Finance Party against any cost, loss or liability incurred by that
Finance Party as a result of:
(a) the occurrence of any Event of Default;
(b) a failure by the Borrower to pay any amount due under a Finance Document on its due date, or the receipt by any Lender of all or any
part of the Loan or an Unpaid Sum by way of voluntary or mandatory prepayment or otherwise than on the date originally scheduled or a
date on which repayment is to be made pursuant to Clause 6 (Repayment);
33
(c) funding, or making arrangements to fund, its participation in the Utilisations requested by the Borrower but not made by reason of the
operation of any one or more of the provisions of this Agreement (other than by reason of default or negligence by that Finance Party
alone); or
(d) the Loan (or part of the Loan) not being prepaid in accordance with a notice of prepayment given by the Borrower.
Without prejudice to its generality, the foregoing indemnity shall extend to any costs to a Lender of any loss of margin and to any interest, fees or
other sum whatsoever paid or payable on account of any funds borrowed in order to carry any part of the Facility but shall not extend to (i) any
claim which is of the type referred to in Clause 10.4 (Break Costs) or (ii) any other indirect or consequential loss not directly attributable to the
relevant event or circumstance described in paragraphs (a) to (d) above.
15.3 Indemnity to the Facility Agent

The Borrower shall promptly indemnify the Facility Agent against any cost, loss or liability incurred by the Facility Agent (acting reasonably) as a
result of:
(a) investigating any event which it reasonably believes is a Default; or
(b) acting or relying on any notice, request or instruction which it reasonably believes to be genuine, correct and appropriately authorised.
16. MITIGATION BY THE LENDERS
16.1 Mitigation
(a) Each Finance Party shall, in consultation with the Borrower, take all reasonable steps to mitigate any circumstances which arise and which would
result in any amount becoming payable under or pursuant to, or cancelled pursuant to, any of Clause 7.1 (Illegality), Clause 13 (Tax Gross Up and
Indemnities), Clause 14 (Increased Costs) including (but not limited to) transferring its rights and obligations under the Finance Documents to
another Affiliate or Facility Office.
(b) Paragraph (a) above does not in any way limit the obligations of the Borrower under the Finance Documents.
16.2 Limitation of liability
(a) The Borrower shall indemnify each Finance Party for all costs and expenses reasonably incurred by that Finance Party as a result of steps taken by it
under Clause 16.1 (Mitigation).
(b) A Finance Party is not obliged to take any steps under Clause 16.1 (Mitigation) if, in the opinion of that Finance Party (acting reasonably), to do so
might be prejudicial to it.
17. COSTS AND EXPENSES
17.1 Legal costs and expenses

The Borrower shall within ten (10) Business Days of receipt of demand pay the Facility Agent, the Security Agent and the Arranger the amount of
all costs and expenses reasonably incurred by any of them in engaging legal counsel (acting for the Arranger) in connection with the negotiation,
preparation, printing and execution of:
(a) this Agreement and any other documents referred to in this Agreement; and
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(b) any other Finance Documents executed after the date of this Agreement,
provided that such costs and expenses shall be subject to any agreed caps.
17.2 Amendment costs

If (a) the Borrower requests an amendment, waiver or consent under any Finance Document or (b) an amendment is required pursuant to Clause
28.9 (Change of currency), the Borrower shall, within ten (10) Business Days of demand, reimburse the Facility Agent or the Security Agent, as
appropriate, for the amount of all costs and expenses (including legal fees) reasonably incurred by the Facility Agent and the Security Agent in
responding to, evaluating, negotiating or complying with that request or requirement.
17.3 Enforcement and other costs

The Borrower shall, within ten (10) Business Days of demand:
(a) pay to each of the Facility Agent and the Security Agent the amount of all costs and expenses (including legal fees) incurred by it in
connection with the administration, holding, enforcement of, or the preservation of any rights under, any Finance Document; and
(b) reimburse the Facility Agent in full for the fees and costs of any accountants and telecommunications consultants with
which it consults pursuant to Clause 21.4 (Disposal of non-Project Property).
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SECTION 7
18. REPRESENTATIONS
The Borrower makes the representations and warranties set out in this Clause 18 to each Finance Party on the date of this Agreement.
18.1 Status
(a) It is a corporation, duly incorporated and validly existing under the law of its jurisdiction of incorporation.
(b) It and each of its Subsidiaries has the power to own its assets and carry on its business as it is being conducted.
18.2 Binding obligations

The obligations expressed to be assumed by it in each Finance Document and the Contract are, subject to any general principles of law as at the date
of this Agreement limiting its obligations which are specifically referred to in any legal opinion delivered pursuant to Clause 4 (Conditions of
Utilisation), legal, valid, binding and enforceable obligations subject to the laws of bankruptcy and other laws affecting the rights of creditors
generally,
18.3 Non-conflict with other obligations

The entry into and performance by it of, and the transactions contemplated by, the Finance Documents or the Contract do not and will not conflict
with:
(a) any law or regulation applicable to it;
(b) its or any of its Subsidiaries’ constitutional documents; or
(c) any agreement or instrument binding upon it or any of its Subsidiaries or any of its or any of its Subsidiaries’ assets.
18.4 Power and authority

It has the power to enter into, perform and deliver, and has taken all necessary action to authorise its entry into, performance and delivery of, the
Finance Documents to which it is a party and the Contract and the transactions contemplated by those Finance Documents and the Contract.
18.5 Validity and admissibility in evidence

All Authorisations required or desirable:
(a) to enable it lawfully to enter into, exercise its rights and comply with its obligations in the Finance Documents to which it is a party and
the Contract;
(b) to make the Finance Documents and the Contract to which it is a party admissible in evidence in its jurisdiction of incorporation; and
(c) to import, own, operate and maintain the Satellite and to contract for the construction and launch of the Satellite,
have been obtained or effected and are in full force and effect.
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18.6 Governing law and enforcement
(a) The choice of English law as the governing law of this Agreement, the Assignment of Insurance Proceeds, and any other agreements designated as
such by the Arranger and the Borrower and expressed to be governed by English law, and the choice of French law as the governing law of the
Délégation, will be recognised and enforced in its jurisdiction of incorporation.
(b) Any arbitral award obtained in Singapore in relation to a Finance Document will be recognised and enforced in its jurisdiction of incorporation.
18.7 No filing or stamp taxes

Under the law of its jurisdiction of incorporation it is not necessary that the Finance Documents or the Contract be filed, recorded or enrolled with
any court or other authority in that jurisdiction or that any stamp, registration or similar tax be paid on or in relation to the Finance Documents or the
Contract or the transactions contemplated by the Finance Documents or the Contract other than (a) the reporting to and filing of, this Agreement by
the Borrower with each of Bank Indonesia, the Department of Finance and the Foreign Commercial Loan Team; and (b) the payment of stamp duty
of Rp6,000 on this Agreement.
18.8 No default
(a) No Event of Default is continuing or might reasonably be expected to result from the making of any Utilisation.
(b) No other event or circumstance is outstanding which constitutes a default under any other agreement or instrument which is binding on it or any of
its Subsidiaries or to which its (or any of its Subsidiaries’) assets are subject which might have a Material Adverse Effect.
18.9 No misleading information

Any factual information provided in writing by any member of the Group to the Lenders was true and accurate in all material respects and did not
omit to include material information as at the date it was provided or as at the date (if any) at which it is stated and is not misleading in any material
respect and did not omit to include material information.
18.10 Financial statements
(a) Its Original Financial Statements were prepared in accordance with GAAP consistently applied unless expressly disclosed to the Facility Agent in
writing to the contrary before the date of this Agreement.
(b) Its Original Financial Statements fairly represent its financial condition and operations during the relevant financial year unless expressly disclosed
to the Facility Agent in writing to the contrary before the date of this Agreement.
(c) There has been no material adverse change in its business or financial condition since 31 December 2006 which could reasonably be expected
materially to affect the ability of the Borrower to observe or perform its payment obligations under this Agreement.
18.11 Pari passu ranking

Its payment obligations under the Finance Documents rank at least pari passu with the claims of all its other unsecured and unsubordinated creditors,
except for obligations mandatorily preferred by law applying to companies generally.
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18.12 No proceedings pending or threatened
As far as the Borrower is aware, no litigation, arbitration or administrative proceedings of or before any court, arbitral body or agency which, if
adversely determined, might reasonably be expected to have a Material Adverse Effect have been started or threatened against it or any of its
Subsidiaries.
18.13 Environmental compliance

Each member of the Group has performed and observed in all material respects all Environmental Law, Environmental Permits and all other
material covenants, conditions, restrictions or agreements directly or indirectly concerned with any contamination, pollution or waste or the release
or discharge of any toxic or hazardous substance in connection with any real property in the Republic of Indonesia which is or was at any time
owned, leased or occupied by any member of the Group or on which any member of the Group has conducted any activity where failure to do so
might reasonably be expected to have a Material Adverse Effect.
18.14 Environmental Claims

As far as the Borrower is aware, no Environmental Claim has been commenced is threatened against any member of the Group where that claim
would be reasonably likely, if determined against that member of the Group to have a Material Adverse Effect.
18.15 Taxation
(a) It has duly paid and discharged all Taxes imposed upon it or its assets (save to the extent that (i) payment is being contested in good faith, (ii) it has
maintained adequate reserves for those Taxes and (iii) payment can be lawfully withheld),
(b) It is not materially overdue in the filing of any Tax returns.
(c) No claims are being or are reasonably likely to be asserted against it with respect to Taxes.
18.16 No Immunity
In any proceedings taken in its jurisdiction of incorporation in relation to this Agreement, it will not be entitled to claim for itself or any of its assets
immunity from suit, execution, attachment or other legal process.
18.17 Private and commercial acts

Its execution of the Finance Documents constitutes, and its exercise of its rights and performance of its obligations hereunder will constitute, private
and commercial acts done and performed for private and commercial purposes.
18.18 Confirmation
Neither it nor any member of the Group has promised, offered or given a bribe to a domestic or foreign official and no such person nor anyone
acting on its behalf has engaged in or will engage in any such corrupt activity in connection with the export transaction contemplated by the
Contract.
18.19 Security
The Délégation and, if applicable, the provisions of the Assignment of Insurance Proceeds are, and when entered into, will be, effective to create, in
favour of the Security Agent, legal, valid and enforceable liens and a first priority security interest on or in all of the collateral intended to be
covered thereby, enforceable against the Borrower in accordance with their terms, subject to any general principles of law as at the date of the
Agreement limiting its obligations which are specifically referred to in any legal opinion delivered pursuant to Clause 4 (Conditions of Utilisation).
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18.20 Ground Stations etc
All ground stations for the Satellite and other utility services, facilities and other equipment and materials necessary for construction, importation,
launch and operation of the Satellite are available to the Project or will be available to the Project when required.
18.21 Business in Indonesia
(a) It is not necessary under the laws and constitution of Indonesia in order to enable the Finance Parties to enforce their rights hereunder or for the
execution, delivery and performance of any of the Finance Documents that the Finance Parties should be licensed, qualified or otherwise entitled to
carry on business in Indonesia.
(b) The Finance Parties are not deemed to be domiciled or carrying on business in Indonesia by reason only of the execution, performance or
enforcement of any of the Finance Documents.
18.22 Authorised signatures

Any person specified as its authorised signatory under Schedule 2 (Conditions Precedent) or 19.4 (Information: miscellaneous) is authorised to sign
any certificates and other notices on its behalf.
18.23 Repetition
The representations in this Clause 18 are deemed to be made by the Borrower (by reference to the facts and circumstances then existing) on the date
of each Utilisation. The Repeating Representations are deemed to be made by the Borrower (by reference to the facts and circumstances then
existing) on the first day of each Interest Period.
19. INFORMATION UNDERTAKINGS

The undertakings in this Clause 19 remain in force from the date of this Agreement for so long as any amount is outstanding under the Finance
Documents or any Commitment is in force.
(a) The Borrower shall:
(i) as soon as the same become available, but in any event within 180 days after the end of the Borrower’s relevant financial year, publish
on its website the Borrower’s audited consolidated financial statements in English for each financial year of the Borrower;
(ii) as soon as the same become available, but in any event within 60 days after the end of each of the first three quarters of each of its
financial years, publish on its website the Borrower’s unaudited consolidated financial statements in English for that period.
(b) If a Lender determines that publication of the financial statements listed at paragraphs (a)(i) and (ii) above on the Borrower’s website is not
sufficient to satisfy any law or regulation applicable to that Lender, the Borrower shall, following a request by that Lender, promptly supply a copy
of its financial statements.
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19.2 Compliance Certificate
(a) The Borrower shall supply to the Facility Agent as soon as the Borrower’s audited consolidated financial statements become available, but in any
event within 180 days after the end of the Borrower’s relevant financial year, a Compliance Certificate setting out (in reasonable detail)
computations as to compliance with Clause 20 (Financial Covenants) as at the date as at which those financial statements were drawn up.
(b) Each Compliance Certificate shall be signed by an Officer.
19.3 Requirements as to financial statements

The Borrower shall procure that each set of financial statements published (or delivered if applicable) pursuant to Clause 19.1 (Financial
statements) is prepared using GAAP.
19.4 Information: miscellaneous

The Borrower shall supply to the Facility Agent (in sufficient copies for all the Lenders, if the Facility Agent so requests):
(a) all documents dispatched by the Borrower to its shareholders (or any class of them) or its creditors generally at the same time as they are
dispatched;
(b) promptly upon becoming aware of them, the details of any litigation, arbitration or administrative proceedings which are current,
threatened or pending against any member of the Group, and which might, if adversely determined, have a Material Adverse Effect;
(c) promptly, such further information regarding the financial condition, business and operations of any member of the Group as any
Finance Party (through the Facility Agent) may reasonably request; and
(d) promptly, such notices of (i) any suspension of construction under the Contract, (ii) any event constituting force majeure under the
Contract, (iii) any notice of claims under the Launch Insurance and In-Orbit Insurance, (iv) any damage or loss to the Project (whether
insured or not) in excess of US$1,000,000 for each event or US$5,000,000 in aggregate for a given year or (v) any Total Loss,
Constructive Total Loss or Partial Loss; and
(e) promptly, notice of any change in authorised signatories signed by a director or company secretary accompanied by specimen signatures
of any new authorised signatories.
19.5 Notification of default
(a) The Borrower shall notify the Facility Agent of any Default (and the steps, if any, being taken to remedy it) promptly upon becoming aware of its
occurrence.
(b) Promptly upon a request by the Facility Agent, the Borrower shall supply to the Facility Agent a certificate signed by an Officer, on its behalf
certifying that no Default is continuing (or if a Default is continuing, specifying the Default and the steps, if any, being taken to remedy it).
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20. FINANCIAL COVENANTS
20.1 Financial definitions

In this Clause 20:
“Relevant Period” means each period of twelve (12) Months ending on the last day of the Borrower’s financial year and each period of twelve
(12) Months ending on the last day of each of the first three quarters of the Borrower’s financial year.
20.2 Financial condition

The Borrower shall ensure that:
(a) the minimum consolidated Equity shall not be less than IDR 5 trillion;
(b) the ratio of the aggregate Debt of the Group at the end of a Relevant Period to EBITDA of the Group in respect of such Relevant Period
shall not at any time exceed 3.5:1;
(c) the ratio of EBITDA of the Group for any Relevant Period to aggregate Interest Expense of the Group for that Relevant Period shall at all
times be at least 2.5:1; and
(d) the ratio of aggregate Debt of the Group to Equity of the Group shall not at any time exceed 1.75:1.
20.3 Financial testing

The financial covenants set out in Clause 20.2 (Financial condition) shall be tested by reference to each of the financial statements and/or each
Compliance Certificate delivered pursuant to Clause 19.2 (Compliance Certificate).
21. GENERAL UNDERTAKINGS

Documents or any Commitment is in force unless the Facility Agent (acting on the instructions of the Majority Lenders) shall otherwise agree in
writing.
21.1 Authorisations
The Borrower shall promptly:
(a) obtain, comply with and do all that is necessary to maintain in full force and effect; and
(b) supply certified copies to the Facility Agent of,

any Authorisation required under any law or regulation of its jurisdiction of incorporation to enable it to perform its obligations under the Finance
Documents and to ensure the legality, validity, enforceability or admissibility in evidence in its jurisdiction of incorporation of any Finance
Document.
21.2 Compliance with laws, etc.
(a) The Borrower shall comply in all respects with all laws and regulations or permits including (without prejudice to the generality of the foregoing) all
Environmental Laws and Environmental Permits to which it may be subject, if failure so to comply would materially impair its ability to perform its
obligations under the Finance Documents.
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(b) The Borrower shall not (and the Borrower shall ensure that no member of the Group will), promise, offer or give a bribe to a domestic or foreign
official and no such person nor anyone acting on its behalf has engaged in or will engage in any such corrupt activity in connection with the export
transaction contemplated by the Contract.
21.3 Disposal of Project Property

The Borrower shall not (and shall ensure that no Restricted Subsidiary will) enter into a single transaction or a series of transactions (whether related
or not and whether voluntary or involuntary) to sell, lease, transfer or otherwise dispose of any Project Property except as contemplated or permitted
under the Contract or the Finance Documents or any lease or licence of any transponders or transponder capacity.
In addition, if the Project Property is to be disposed of to a Subsidiary of the Borrower, the requisite prior written consent of the Majority Lenders
shall not be unreasonably withheld or (it being accepted that the Lenders will want to have concluded their consultations with Sinosure)
unreasonably delayed so long as (i) all rights enjoyed in respect of the Project Property by the Finance Parties will continue to be enjoyed (so that
the Subsidiary may need to novate and become liable to relevant parts of Finance Documents, including the Délégation and, if applicable, the
Assignment of Insurance Proceeds), (ii) the Borrower continues otherwise to be bound by the terms of the Finance Documents, (iii) the Majority
Lenders are satisfied with the identity of the direct and indirect minority shareholders of the relevant Subsidiary and (iv) any necessary amending or
supplementing documents and related legal opinions are acceptable to the Facility Agent.
21.4 Disposal of non-Project Property
(a) In relation to any Property that is not a Project Property, the Borrower shall not (and the Borrower shall ensure that no Restricted Subsidiary will),
enter into a single transaction or a series of transactions (whether related or not) and whether voluntary or involuntary to sell, lease, transfer or
otherwise dispose of such Property.
(b) Paragraph (a) above does not apply to:
(i) any sale, lease, transfer or other disposal made in the ordinary course of business of the disposing entity (including in connection with the
leasing or procurement of any capacity of satellite transponders);
(ii) any sale, lease, transfer or other disposal of assets in exchange for other assets comparable or superior as to type, value and quality;
(iii) any sale, lease, transfer or other disposal where the higher of the market value or consideration receivable (when aggregated with the
higher of the market value or consideration receivable for any other sale, lease, transfer or other disposal, other than any permitted under
paragraphs (i) to (ii) above) does not exceed US$20,000,000 (or its equivalent in another currency or currencies) in any financial year;
(iv) any single or series of transactions involving the disposal and lease back of Indosat Towers (or part(s) thereof) where the higher of
aggregate market value or aggregate consideration receivable does not exceed 10% of Indosat’s total assets;
42
(v) any single or series of transactions involving any further disposal and lease back of Indosat Towers (or part(s) thereof) where the Facility
Agent is satisfied in its discretion and after consulting with accountants or telecommunications consultants, as it deems appropriate, that
the higher of aggregate market value or aggregate consideration receivable, when aggregated with the higher of market value or
consideration receivable under (iv) above does not exceed 20% of Indosat’s total assets, that the consideration received or receivable is
used to fund the Borrower’s business activities and operations and not to fund any dividend or distribution to its shareholders, and
provided that any such disposal and lease back: (i) is entered into with a counterparty which is competent to own and operate
Telecommunication Assets and will result in the Borrower or Group continuing to have sufficient use of and access to the Indosat
Towers to allow it to carry on its business until after the Final Maturity Date, (ii) will not have any adverse commercial impact to the
business and financial standing of the Borrower, and (iii) will be in compliance with the prevailing rules and regulations for
telecommunications and related businesses in Indonesia; or
(vi) any single or series of transactions involving any additional disposal and lease back of Indosat Towers (or part(s) thereof)
with the prior written consent of the Facility Agent acting on instructions of the Majority Lenders, such consent not to be
unreasonably withheld (it being accepted that the Lenders will want to have concluded their consultations with Sinosure),
where the higher of aggregate market value or aggregate consideration receivable, when aggregated with the higher of
aggregate market value or aggregate consideration receivable under (iv) and (v) above exceeds 20% of Indosat’s total
assets, provided that, after consulting with accountants or telecommunications consultants, as it deems appropriate, that the
consideration received or receivable is used to fund the Borrower’s business activities and operations and not to fund any
dividend or distribution to its shareholders, and provided further that any such disposal and lease back: (i) is entered into
with a counterparty which is competent to own and operate Telecommunication Assets and will result in the Borrower or
Group continuing to have sufficient use of and access to the Indosat Towers to allow it to carry on its business until after
the Final Maturity Date, (ii) will not have any adverse commercial impact to the business and financial standing of the
Borrower, and (iii) will be in compliance with the prevailing rules and regulations for telecommunications and related
businesses in Indonesia.
21.5 Change of Business

The Borrower shall not, and shall not permit any Restricted Subsidiary to, directly or indirectly, engage in any business activities other than in the
Telecommunications Business except where such other business activities do not exceed one percent of the total consolidated tangible assets of the
Borrower.
21.6 Insurance
(a) The Borrower shall maintain insurances on and in relation to its business and assets with reputable underwriters or insurance companies against
those risks and to the extent as is usual for companies carrying on the same of substantially similar business in Indonesia, including third party
liability insurance and (after the successful completion of the Satellite In-Orbit Acceptance Review) Launch Insurance and In-Orbit Insurance.
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(b) The Borrower shall procure that the Supplier puts in place and maintains (prior to the successful completion of the Satellite In-Orbit Acceptance
Review) the Launch Insurance and In-Orbit Insurance in an aggregate amount not less than the Total Commitments and the full amount of the
COface Facility.
(c) To the extent that the cost of the Launch Insurance and In-Orbit Insurance exceeds US$23,700,000 the Borrower shall meet such excess cost on a
timely and as required basis.
21.7 Taxation
The Borrower shall (and it shall ensure that each member of the Group will) duly pay and discharge all Taxes imposed upon it or its assets (save to
the extent that (i) payment is being contested in good faith, (ii) adequate reserves are being maintained for those Taxes and (iii) payment can be
lawfully withheld).
21.8 Liens
The Borrower shall not, and shall not permit any Restricted Subsidiary to, directly or indirectly, create, incur, assume or suffer to exist:
(a) any Lien upon or with respect to any Project Property or assign any right to receive income from any Project Property, other than
pursuant to the Finance Documents; and
(b) any Lien upon or with respect to any Property that is not Project Property, whether owned at the date of this Agreement or thereafter
acquired, or any interest therein or any income or profits therefrom, provided that the provisions of this paragraph (b) shall not prevent
the creation, incurrence, assumption or existence of any Permitted Liens.
21.9 Merger, Consolidation and Sale of Property

The Borrower shall not, and shall not permit any Restricted Subsidiary to, merge, consolidate or amalgamate with or into any other person (other
than a merger of a Wholly-Owned Subsidiary into the Borrower), or sell, transfer, assign, lease, convey or otherwise dispose of all or substantially
all its Property in any one transaction or series of transactions unless:
(a) the Borrower shall be the surviving person (the “Surviving person”) or, in the case of a merger, consolidation or amalgamation of a
Restricted Subsidiary, the Surviving person (if other than the Borrower) formed by such merger, consolidation or amalgamation or to
which such sale, transfer, assignment, lease, conveyance or disposition is made shall be a corporation organized and existing under the
laws of the Republic of Indonesia;
(b) in the case of a sale, transfer, assignment, lease, conveyance or other disposition of all or substantially all the Property of such Restricted
Subsidiary, such Property shall have been transferred as an entirety or virtually as an entirety to one person; and
(c) immediately before and after giving effect to such transaction or series of transactions on a pro forma basis (and treating, for purposes of
this sub-Clause (c), any Debt that becomes, or is anticipated to become, an obligation of the Surviving person or any Restricted
Subsidiary as a result of such transaction or series of transactions as having been Incurred by the Surviving person or such Restricted
Subsidiary at the time of such transaction or series of transactions), no Default or Event of Default shall have occurred and be continuing.
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21.10 Further Assurance
The Borrower shall at its own cost comply with the following filing and notification requirements and provide evidence of the same to the Facility
Agent on request by the Facility Agent from time to time:
(a) an initial report (accompanied by a copy of this Agreement) to Bank Indonesia, the Ministry of Finance and the Team for the
Coordination of the Management of Offshore Commercial Loans (the PKLN Team) within ten (10) days of the date of this Agreement;
(b) a monthly report of its payment obligations (and any other related information) under this Agreement to Bank Indonesia (in accordance
with the provisions and procedures of Bank Indonesia Regulation No. 2/22/PBI/2000 dated 2 October 2000 (as may be further amended),
for so long as such regulation remains in effect, on the Obligation to Report Offshore Loans and its implementing regulations prevailing
from time to time);
(c) any information relating to this Agreement (other than referred to in paragraph (a) above) that must be reported to any other competent
Governmental Agency in Indonesia in accordance with applicable laws and/or regulations, if failure to do so would materially impair:
(i) its ability to perform its payment or other material obligations under the Finance Documents; or
(ii) the validity, legality, enforceability or admissibility in evidence in Indonesia of any Finance Document; and
(d) if required by Bank Indonesia Regulation No. 4/2/PBI/2002 dated 28 March 2002 as amended by Bank Indonesia Regulation
No. S/V PBI72003 dated 31 January 2003 (as may be further amended) and its implementing regulations prevailing from
time to time, an appropriate periodical foreign exchange flow activities report in connection with this Agreement, if failure
to do so would materially impair:
(ii) the validity, legality, enforceability or admissibility in evidence in Indonesia of any Finance Document.
21.11 Project
The Borrower shall maintain and preserve the Project and all of its other related assets necessary or useful in the proper conduct of the Project in
good working order and in such condition that the Project will have the capacity and functional ability to perform, on a continuing basis (ordinary
wear and tear excepted), in normal commercial operation. The Borrower shall cause the Project to be operated, serviced and maintained in all
material respects in accordance and compliance with prudent operating practices reasonably satisfactory to the Facility Agent, the terms and
conditions of all insurance policies maintained with respect to the Project and the launch and orbit of the Satellite at any time, all requirements of
law and all Authorisations applicable to the operation of the Project and the launch and orbit of the Satellite, and the terms of the Contract.
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21.12 Contract
(a) The Borrower shall perform and observe in all material respects all of its covenants and agreements contained in the Contract, shall use reasonable
endeavours to prevent the termination of the Contract in accordance with the terms thereof, and shall take any and all action as may be reasonably
necessary promptly to enforce its material rights and to collect any and all material sums due to it under the Contract.
(b) The Borrower shall further undertake to not consent to any modification to the Contract without the prior written consent of the Majority Lenders
and Sinosure concerning the parties to the Contract, the payment terms and price, the purpose, the delivery schedule, and such other terms which
may affect the financing under Chinese export credit on maintenance of Sinosure Cover.
21.13 Sinosure Cover
(a) The Borrower shall not take any action that is reasonably likely to adversely affect the benefits of the Lenders in the Sinosure Cover.
(b) The Borrower shall promptly provide such information or documents or take or refrain from taking such action as requested by the Facility Agent in
order to retain the Lenders’ benefits in the Sinosure Cover.
(c) The Borrower shall notify the Facility Agent of the occurrence of any political risk event (as defined in the Sinosure Cover) or any other event that
is likely to result in a claim under the Sinosure Cover, within five (5) Business Days of its becoming aware of the occurrence of such event.
(d) Promptly following its receipt from the Facility Agent after the end of the Availability Period, the Borrower shall sign and deliver to the
Facility Agent for onward transmission to Sinosure, an original schedule of Repayment Dates and the corresponding Repayment Instalments
which shall have been prepared by the Facility Agent and signed by the Facility Agent for the Lenders.
21.14 Suspension and Relaxation of Certain Covenants
(a) Following the first day that (a) the Borrower has Investment Grade Ratings from both Rating Agencies and (b) no Default has occurred and is
continuing, the Borrower may request the Facility Agent to agree on behalf of the Majority Lenders (with the consent of Sinosure) that the Borrower
and the Restricted Subsidiaries will:
(i) Only be subject to the terms of Clause 21.4 (Disposal of non-Project Property) with the reference to “US$20,000,000” being replaced by
a reference to “5% of Equity”; and
(ii) Not be subject to Clause 21.5 (Change of Business).
(b) In the event that the Facility Agent notifies the Borrower that the Majority Lenders agree to that request (that notification date being the
“Suspension Date”), the Borrower and the Restricted Subsidiaries will only be subject to Clause 21.4 (Disposal of non-Project Property) in its
amended form and will not be subject to Clause 21.5 (Change of Business) from the Suspension Date to any subsequent date (the “Reversion
Date”), when one or both of the Rating Agencies withdraws its ratings or downgrades the ratings assigned to the Borrower below the required
Investment Grade Ratings or a Default
46
occurs and is continuing, at which time the Borrower and the Restricted Subsidiaries will again be subject to the original form of Clause 21.4
(Disposal of non-Project Property) and to Clause 21.5 (Change of Business). The period of time between the Suspension Date and the Reversion
Date is referred to in this Clause 21.14 as the “Suspension Period”. Notwithstanding the reinstatement, no Default will be deemed to have occurred
as a result of a failure to comply with Clause 21.4 (Disposal of non-Project Property) in its original form, and with Clause 21.5 (Change of
Business) during the Suspension Period.
22. EVENTS OF DEFAULT

Each of the events or circumstances set out in Clause 22 is an Event of Default.
22.1 Non-payment
The Borrower does not pay on the due date any amount payable pursuant to a Finance Document at the place at and in the currency in which it is
expressed to be payable unless:
(a) its failure to pay any such amount is caused by:
(i) administrative or technical error; or
(ii) a Disruption Event; and
(b) payment of such amount is made within five (5) Business Days of its due date.
22.2 Financial covenants

Any requirement of Clause 20 (Financial Covenants) is not satisfied unless the Borrower demonstrates that such failure is capable of remedy and is
remedied within the earlier of:
(a) 30 days of the Facility Agent giving notice to the Borrower; or
(b) 30 days of the Borrower becoming aware of the failure to comply.
22.3 Other obligations
(a) The Borrower does not comply with any provision of the Finance Documents (other than those referred to in Clause 19.5 (Notification of default)
insofar as it relates to notification of a Default which is not yet an Event of Default, Clause 22.1 (Non-payment) and Clause 22.2 (Financial
covenants)).
(b) No Event of Default under paragraph (a) above will occur if the failure to comply is capable of remedy and is remedied within the earlier of:
(i) within 30 days of the Facility Agent giving notice to the Borrower; or
(ii) within 30 days of the Borrower becoming aware of the failure to comply.
22.4 Misrepresentation
Any representation or statement made or deemed to be made by the Borrower in the Finance Documents or any other document delivered by or on
behalf of the Borrower under or in connection with any Finance Document is or proves to have been incorrect or misleading in any material respect
when made or deemed to be made (a “misrepresentation”), unless the circumstances giving rise to the misrepresentation are capable of remedy and
are remedied within 30 days of written notice from the Facility Agent to the Borrower.
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22.5 Cross default
(a) Any Debt of any member of the Group is not paid when due nor within any originally applicable grace period.
(b) Any Debt of any member of the Group is declared to be or otherwise becomes due and payable prior to its specified maturity as a result of an event
of default (however described).
(c) Any creditor of any member of the Group becomes entitled to declare any Debt of any member of the Group due and payable prior to its specified
maturity as a result of an event of default (however described).
(d) No Event of Default will occur under this Clause 22.5 if the aggregate amount of Debt or commitment for Debt falling within paragraphs (a) to (d)
above is less than US$20,000,000 (or its equivalent in any other currency or currencies).
22.6 Insolvency
(a) A member of the Group is unable or admits inability to pay its debts as they fall due, suspends making payments on any of its debts or, by reason of
actual or anticipated financial difficulties, commences negotiations with one or more of its creditors with a view to rescheduling any of its
indebtedness.
(b) The value of the assets of any member of the Group is less than its liabilities (taking into account contingent and prospective liabilities).
(c) A moratorium is declared in respect of any indebtedness of any member of the Group.
22.7 Insolvency proceedings

Any corporate action, legal proceedings or other procedure or step is taken in relation to:
(a) the suspension of payments, a moratorium of any indebtedness, winding-up, dissolution, administration or reorganisation (by way of
voluntary arrangement, scheme of arrangement or otherwise) of any member of the Group other than a solvent liquidation or
reorganisation of any member of the Group which is not the Borrower;
(b) a composition, compromise, assignment or arrangement with any creditor of any member of the Group;
(c) the appointment of a liquidator (other than in respect of a solvent liquidation of a member of the Group which is not the Borrower),
receiver, administrative receiver, administrator, compulsory or interim manager or other similar officer in respect of any member of the
Group or any of its assets; or
(d) enforcement of any Security over any assets of any member of the Group,
or any analogous procedure or step is taken in any jurisdiction and is not discharged or stayed within 30 days of commencement.
22.8 Expropriation or similar process

Any expropriation, attachment, sequestration, distress or execution affects any asset or assets of a member of the Group having an aggregate value
of US$20,000,000 and is not discharged or stayed within 30 days.
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22.9 Unlawfulness
It is or becomes unlawful for the Borrower to perform any of its payment or other material obligations under the Finance Documents.
22.10 Repudiation
The Borrower repudiates a Finance Document or evidences an intention to repudiate a Finance Document.
22.11 Material Licence

Any of:
(a) the revocation, suspension or termination of any Material Licence; or
(b) the failure of the Borrower to renew or extend, or the expiration, release, surrender or transfer of, any Material Licence.
22.12 Material adverse change

Any event or circumstance occurs which the Majority Lenders reasonably believe will have a Material Adverse Effect.
22.13 Contract
At any time prior to (i) the date of successful completion of the In-Orbit Acceptance Review for the first Satellite or, if that does not occur, then
(ii) the date when the Borrower executes the Assignment of Insurance Proceeds, the Contract is terminated or suspended or the Borrower or the
Supplier repudiates the Contract, or the Borrower or Supplier defaults in the observance or performance of any of the material covenants or
agreements contained in the Contract.
22.14 Project
(a) In the reasonable opinion of the Lenders, the Borrower shall have abandoned the continuing operation of the Project.
(b) A material part of the Project shall be destroyed or there occurs a Total Loss or Constructive Total Loss and, as a result thereof:
(i) the Satellite (other than in the circumstances giving rise to the Supplier’s obligation under the Contract to deliver a Replacement
Satellite); or
(ii) Replacement Satellite delivered pursuant to the Contract (other than in the circumstances giving rise to the Supplier’s obligation under
the Contract to reimburse the Borrower in full for the cost of such Replacement Satellite),
shall be unable to be launched or operate for a period in excess of three (3) Months.
22.15 Assignment of Insurance Proceeds

The Borrower fails to enter into the Assignment of Insurance Proceeds and (if applicable) within 60 days of the Satellite suffering a Total Loss or
Constructive Total Loss except in circumstances where the Contract is cancelled, repudiated or terminated prior to the expiry of those 60 days.
22.16 Acceleration
On and at any time after the occurrence of an Event of Default which is continuing and has not been waived the Facility Agent may, and shall if so
directed by the Majority Lenders, by notice to the Borrower:
(a) cancel the Total Commitments whereupon they shall immediately be cancelled;
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(b) declare that all or part of the Loan, together with accrued interest, and all other amounts accrued or outstanding under the Finance
Documents be immediately due and payable, whereupon they shall become immediately due and payable;
(c) declare that all or part of the Loan be payable on demand, whereupon they shall immediately become payable on demand by the Facility
Agent on the instructions of the Majority Lenders; and/or
(d) instruct the Security Agent to enforce the rights of the Finance Parties under the Délégation and/or the Assignment of Insurance
Proceeds.
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SECTION 8
CHANGES TO PARTIES
23. CHANGES TO THE LENDERS
23.1 Assignments and transfers by the Lenders

Subject to this Clause 23, a Lender (the “Existing Lender”) may:
(a) assign any of its rights; or
(b) transfer by novation any of its rights and obligations, to another bank or financial institution (the “New Lender”),
subject to the prior approval of Sinosure and provided that:
(i) the New Lender’s participation is at all times booked with its Facility Office located in France (which shall be deemed satisfied upon the
Borrower being provided with a copy of the New Lender’s domicile in France); and
(ii) the assignment or transfer neither result in there being more than 5 Lenders (including HSBC France) nor in HSBC France being unable
alone to constitute “Majority Lenders”.
23.2 Conditions of assignment or transfer
(a) The written consent of the Borrower (which shall not be unreasonably withheld or delayed) is required for an assignment or transfer by an Existing
Lender, unless a Default is continuing.
(b) An assignment will only be effective on:
(i) receipt by the Facility Agent of written confirmation from the New Lender (in form and substance satisfactory to the Facility Agent) that
the New Lender will assume the same obligations to the other Finance Parties as it would have been under if it was an Original Lender;
(ii) performance by the Facility Agent of all necessary “know your customer” or other similar checks under all applicable laws and
regulations in relation to such assignment to a New Lender, the completion of which the Facility Agent shall promptly notify to the
Existing Lender and the New Lender; and
(iii) Sinosure’s issuance of an endorsement to the Sinosure Cover confirming that the New Lender becomes an insured party under the
Sinosure Cover.
(c) A transfer will only be effective if the procedure set out in Clause 23.5 (Procedure for transfer) is complied with.
(d) If:
(i) a Lender assigns or transfers any of its rights or obligations under the Finance Documents or changes its Facility Office; and
(ii) the Borrower would be obliged to make a payment to the New Lender or Lender acting through its new Facility Office under Clause 13
(Tax Gross Up and Indemnities) or Clause 14 (Increased Costs), then the New Lender or
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Lender acting through its new Facility Office is only entitled to receive payment under those Clauses to the same extent as the Existing
Lender or Lender acting through its previous Facility Office would have been if the assignment, transfer or change had not occurred.
23.3 Assignment or transfer fee

The New Lender shall, on the date upon which an assignment or transfer takes effect, pay to the Facility Agent (for its own account) a fee of
US$2,500.
23.4 Limitation of responsibility of Existing Lenders
(a) Unless expressly agreed to the contrary, an Existing Lender makes no representation or warranty and assumes no responsibility to a New Lender for:
(i) the legality, validity, effectiveness, adequacy or enforceability of the Finance Documents or any other documents;
(ii) the financial condition of the Borrower;
(iii) the performance and observance by the Borrower of its obligations under the Finance Documents or any other documents; or
(iv) the accuracy of any statements (whether written or oral) made in or in connection with any Finance Document or any other document,
and any representations or warranties implied by law are excluded.
(b) Each New Lender confirms to the Existing Lender and the other Finance Parties in the case of (i) and (ii) below, and to the Borrower in the case of
(iii) below, that:
(i) it has made (and shall continue to make) its own independent investigation and assessment of the financial condition and affairs of the
Borrower and its related entities in connection with its participation in this Agreement and has not relied exclusively on any information
provided to it by the Existing Lender in connection with any Finance Document;
(ii) it will continue to make its own independent appraisal of the creditworthiness of the Borrower and its related entities whilst any amount
is or may be outstanding under the Finance Documents or any Commitment is in force; and
(iii) it acknowledges and agrees to the provisions of sub-Clause (b)(ii) of Clause 23.2 (Conditions of assignment or transfer).
(c) Nothing in any Finance Document obliges an Existing Lender to:
(i) accept a re-transfer from a New Lender of any of the rights and obligations assigned or transferred under this Clause 23; or
(ii) support any losses directly or indirectly incurred by the New Lender by reason of the non-performance by the Borrower of its obligations
under the Finance Documents or otherwise.
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23.5 Procedure for transfer
(a) Subject to the conditions set out in Clause 23.2 (Conditions of assignment or transfer) a transfer is effected in accordance with paragraph (c) below
when the Facility Agent executes an otherwise duly completed Transfer Certificate delivered to it by the Existing Lender and the New Lender. The
Facility Agent shall, subject to paragraph (b) below, as soon as reasonably practicable after receipt by it of a duly completed Transfer Certificate
appearing on its face to comply with the terms of this Agreement and delivered in accordance with the terms of this Agreement, execute that
Transfer Certificate.
(b) The Facility Agent shall only be obliged to execute a Transfer Certificate delivered to it by the Existing Lender and the New Lender once it is
satisfied it has complied with all necessary “know your customer” or other similar checks under all applicable laws and regulations in relation to
the transfer to such New Lender.
(c) On the Transfer Date:
(i) to the extent that in the Transfer Certificate the Existing Lender seeks to transfer by novation its rights and obligations under the Finance
Documents each of the Borrower and the Existing Lender shall be released from further obligations towards one another under the
Finance Documents and their respective rights against one another under the Finance Documents shall be cancelled (being the
“Discharged Rights and Obligations”);
(ii) the Borrower and the New Lender shall assume obligations towards one another and/or acquire rights against one another which differ
from the Discharged Rights and Obligations only insofar as the Borrower and the New Lender have assumed and/or acquired the same in
place of the Borrower and the Existing Lender;
(iii) the Facility Agent, the Arranger, the Security Agent, the New Lender and other Lenders shall acquire the same rights and assume the
same obligations between themselves as they would have acquired and assumed had the New Lender been an Original Lender with the
rights and/or obligations acquired or assumed by it as a result of the transfer and to that extent the Facility Agent, the Arranger, the
Security Agent, and the Existing Lender shall each be released from further obligations to each other under the Finance Documents; and
(iv) the New Lender shall become a Party as a “Lender”.
23.6 Copy of Transfer Certificate to Borrower

The Facility Agent shall, as soon as reasonably practicable after it has executed a Transfer Certificate, send to the Borrower a copy of that Transfer
Certificate.
23.7 Disclosure of information

Subject to the proviso below, as a condition to Lender being furnished with information by the Borrower pursuant to this Agreement, it agrees to
treat any information (whether prepared by the Borrower, its advisers or otherwise) which is furnished to it by or on behalf of the Borrower (the
“Confidential Information”) in accordance with the provisions of this Clause 23.7 and take or abstain from taking certain other actions set forth in
this Clause 23.7. The Confidential Information does not include information which (i) is already in the Lender’s possession, provided that such
information is not known to
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the Lender to be subject to another confidentiality agreement with or other obligation of secrecy to the Borrower or to another party, or (ii) is or
becomes generally available to the public other than as a result of a disclosure by the Lender or any of the Lender’s directors, officers, employees,
affiliates, agents or advisers (collectively, its “Representatives”), or (iii) becomes available to the Lender on a non-confidential basis from a source
other than the Borrower or its directors, officers, employees, agents or advisers, which source, to the best of the Lender’s knowledge after due
inquiry, is not known by the Lender to be bound by a confidentiality agreement with or other obligation of secrecy to the Borrower or another party.
Subject to the proviso below, the Lender agrees that the Confidential Information will be used solely for the purpose of the Finance Documents and
that such information will be kept strictly confidential by the Lender and its Representatives, provided, however, that (i) any of such information
may be disclosed to its Representatives who need to know such information for the purpose of the Finance Documents (it being understood that such
directors, officers, employees, agents and advisers shall be informed by the Lender of the confidential nature of such information and shall be
instructed by the Lender to treat such information confidentially and that the Lender will be responsible if they should fail to comply with such
instruction), (ii) any disclosure of such information may be made with the prior written consent of the Borrower, and (iii) any disclosure of such
information may be made pursuant to a subpoena or order issued by a court of competent jurisdiction. In the event that the Lender receives a request
or is required to disclose any such information under such subpoena or order, it agrees (subject to compliance with applicable law or regulation) to
(a) promptly notify the Borrower of such request or requirement, (b) consult with the Borrower on the advisability of taking steps to resist or narrow
such a request, and (c) if disclosure is required or deemed advisable, cooperate with the Borrower in any attempt that it may make to obtain an order
or other reliable assurance that confidential treatment will be accorded to designated portions of such information,
provided that any Lender and Sinosure may disclose to any ministry or governmental department in France (in accordance with its usual practice)
and, subject to the written consent of the Borrower in the case of (a) and (b) below, any other person:
(a) to (or through) whom that Lender assigns or transfers (or may potentially assign or transfer) all or any of its rights and obligations under
this Agreement;
(b) with (or through) whom that Lender enters into (or may potentially enter into) any sub-participation in relation to, or any other
transaction under which payments are to be made by reference to, this Agreement or the Borrower;
(c) to whom, and to the extent that, information is required to be disclosed by any applicable law or regulation or court order;
(d) to its professional advisers, officers, agents or employees; or
(e) for whose benefit that the Lender charges, assigns or otherwise creates Security (or may do so) pursuant to Clause 23.8 (Security over
Lenders’ rights)
any information about the Borrower, the Group and the Finance Documents as that Lender shall consider appropriate.
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23.8 Security over Lenders’ rights
In addition to the other rights provided to Lenders under this Clause 23, each Lender may without consulting with or obtaining consent from the
Borrower, at any time charge, assign or otherwise create Security in or over (whether by way of collateral or otherwise) all or any of its rights under
any Finance Document to secure obligations of that Lender including:
(a) any charge, assignment or other Security to secure obligations to a federal reserve or central bank; and
(b) in the case of any Lender which is a fund, any charge, assignment or other Security granted to any holders (or trustee or representatives of holders)
of obligations owed, or securities issued, by that Lender as Security for those obligations or securities,
except that no such charge, assignment or Security shall:
(c) release a Lender from any of its obligations under the Finance Document or substitute the beneficiary of the relevant charge, assignment or Security
for the Lender as a party to any of the Finance Documents; or
(d) require any payments to be made by the Borrower or grant to any person any more extensive rights than those required to be made or granted to the
relevant Lender under the Finance Documents.
23.9 No rights for sub-participants

Sub-participants shall not have any rights under this Agreement including but not limited to rights to participate in Lenders’ or Majority Lenders’
decisions or enjoy the benefit of any indemnity claims, those rights being conferred only upon the relevant Finance Parties.
24. CHANGES TO THE BORROWER

The Borrower may not assign any of its rights or transfer any of its rights or obligations under the Finance Documents.
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SECTION 9
THE FINANCE PARTIES
25. ROLE OF THE FACILITY AGENT, SECURITY AGENT AND THE ARRANGER
25.1 Appointment of the Facility Agent and the Security Agent
(a) Each other Finance Party appoints the Facility Agent to act as its agent under and in connection with the Finance Documents.
(b) Each other Finance Party appoints the Security Agent to act as security agent under and in connection with the Finance Documents.
(c) Each other Finance Party authorises the Facility Agent and the Security Agent to exercise the rights, powers, authorities and discretions specifically
given to it under or in connection with the Finance Documents together with any other incidental rights, powers, authorities and discretions subject
to the Sinosure Cover.
25.2 Duties of the Facility Agent and the Security Agent
(a) The Facility Agent shall promptly forward to a Party the original or a copy of any document which is delivered to the Facility Agent for that Party
by any other Party.
(b) Except where a Finance Document specifically provides otherwise, the Facility Agent is not obliged to review or check the adequacy, accuracy or
completeness of any document it forwards to another Party.
(c) If the Facility Agent receives notice from a Party referring to this Agreement, describing a Default and stating that the circumstance described is a
Default, it shall promptly notify the other Finance Parties.
(d) If the Facility Agent is aware of the non-payment of any principal, interest, commitment fee or other fee payable to a Finance Party (other than the
Facility Agent or the Arranger) under this Agreement it shall promptly notify the other Finance Parties.
(e) The Facility Agent shall promptly send to the Security Agent such certification as the Security Agent may require pursuant to paragraph 6 ( Basis of
distribution) of Schedule 7 (Security Agency Provisions).
(f) The duties of the Facility Agent and Security Agent under the Finance Documents are solely mechanical and administrative in nature.
(g) The Facility Agent shall at all times consult with the Lenders to comply with any instructions given by Sinosure in accordance with the Sinosure
Cover.
25.3 Role of the Arranger

Except as specifically provided in the Finance Documents, the Arranger has no obligations of any kind to any other Party under or in connection
with any Finance Document.
25.4 Role of the Security Agent

The Security Agent shall not be an agent of (except as expressly provided in any Finance Document) any Finance Party under or in connection with
any Finance Document.
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25.5 No fiduciary duties
(a) Nothing in this Agreement constitutes the Facility Agent, the Security Agent or the Arranger as a trustee or fiduciary of any other person.
(b) Neither the Facility Agent, the Security Agent nor the Arranger shall be bound to account to any Lender for any sum or the profit element of any
sum received by it for its own account.
25.6 Business with the Group

The Facility Agent, the Security Agent and the Arranger may accept deposits from, lend money to and generally engage in any kind of banking or
other business with any member of the Group.
25.7 Rights and discretions of the Facility Agent and the Security Agent
(a) The Facility Agent and the Security Agent may rely on:
(i) any representation, notice or document believed by it to be genuine, correct and appropriately authorised; and
(ii) any statement made by a director, authorised signatory or employee of any person regarding any matters which may reasonably be assumed to be
within his knowledge or within his power to verify.
(b) The Facility Agent and the Security Agent may assume, unless it has received notice to the contrary in its capacity as Facility Agent for the Lenders
or, as the case may be, as Security Agent for the Finance Parties that:
(i) no Default has occurred (unless it has actual knowledge of a Default arising under Clause 22.1 (Non-payment)); and
(ii) any right, power, authority or discretion vested in any Party or the Majority Lenders has not been exercised.
(c) Each of the Facility Agent and the Security Agent may engage, pay for and rely on the advice or services of any lawyers, accountants, surveyors or
other experts.
(d) Each of the Facility Agent and the Security Agent may act in relation to the Finance Documents through its personnel and agents.
(e) The Facility Agent may disclose to any other Party any information it reasonably believes it has received as agent under this Agreement.
(f) Notwithstanding any other provision of any Finance Document to the contrary, neither the Facility Agent, the Security Agent nor the Arranger is
obliged to do or omit to do anything if it would or might in its reasonable opinion constitute a breach of any law or regulation or a breach of a
fiduciary duty or duty of confidentiality.
25.8 Majority Lenders’ instructions
(a) Unless a contrary indication appears in a Finance Document, each of the Facility Agent and the Security Agent shall (i) exercise any right, power,
authority or discretion vested in it as Facility Agent or Security Agent in accordance with any instructions given to it by the Majority Lenders (or, if
so instructed by the Majority Lenders, refrain from exercising any right, power, authority or discretion vested in it as Facility Agent or as the
Security Agent for the Finance Parties) and (ii) not be liable for any act (or omission) if it acts (or refrains from taking any action) in accordance
with an instruction of the Majority Lenders, provided always that any such instructions shall be consistent with those, if applicable, provided by
Sinosure to the Facility Agent under the Sinosure Cover.
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(b) Unless a contrary indication appears in a Finance Document, any instructions given by the Majority Lenders will be binding on all the Finance
Parties.
(c) Each of the Facility Agent and the Security Agent may refrain from acting in accordance with the instructions of the Majority Lenders (or, if
appropriate, the Lenders) until it has received such security as it may require for any cost, loss or liability (together with any associated VAT) which
it may incur in complying with the instructions.
(d) In the absence of instructions from the Majority Lenders, (or, if appropriate, the Lenders) each of the Facility Agent and the Security Agent
may act (or refrain from taking action) as it considers to be in the best interest of the Lenders.
(e) Neither the Facility Agent nor the Security Agent is authorised to act on behalf of a Lender (without first obtaining that Lender’s consent) in any
legal or arbitration proceedings relating to any Finance Document.
(f) Each Lender agrees (for the benefit of the other Lenders) to take such action (as advised by the Facility Agent) as may be necessary or advisable at
any time to comply with its obligations under or the conditions of the Sinosure Cover or to enable the Facility Agent to comply with its obligations
under or the conditions of the Sinosure Cover.
(g) Each Lender agrees (for the benefit of the other Lenders) to comply with its obligations under the Sinosure Cover and to take such action as may be
necessary to enable the Facility Agent to comply with its obligations under the Sinosure Cover.
(h) Each Lender irrevocably authorises the Facility Agent to take such action and exercise such rights, powers and discretions, notwithstanding the other
provisions of this Agreement, as it may deem necessary for the purpose of preserving the Lenders’ rights under the Sinosure Cover.
25.9 Responsibility for documentation

Neither the Facility Agent, the Security Agent nor the Arranger:
(a) is responsible for the adequacy, accuracy and/or completeness of any information (whether oral or written) supplied by the Facility
Agent, the Security Agent, the Arranger, the Borrower or any other person given in or in connection with any Finance Document; or
(b) is responsible for the legality, validity, effectiveness, adequacy or enforceability of any Finance Document or any other agreement,
arrangement or document entered into, made or executed in anticipation of or in connection with any Finance Document.
25.10 Exclusion of liability
(a) Without limiting paragraph (b) below, the Facility Agent will not be liable for any action taken by it under or in connection with any Finance
Document, unless directly caused by its gross negligence or wilful misconduct.
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(b) No Party (other than the Facility Agent or the Security Agent) may take any proceedings against any officer, employee or agent of the Facility
Agent or the Security Agent in respect of any claim it might have against the Facility Agent or the Security Agent or in respect of any act or
omission of any kind by that officer, employee or agent in relation to any Finance Document and any officer, employee or agent of the Facility
Agent or the Security Agent may rely on this Clause subject to Clause 1.3 (Third party rights) and the provisions of the Contracts (Rights of Third
Parties) Act 1999.
(c) Neither the Facility Agent nor the Security Agent will be liable for any delay (or any related consequences) in crediting an account with an amount
required under the Finance Documents to be paid by it if it has taken all necessary steps as soon as reasonably practicable to comply with the
regulations or operating procedures of any recognised clearing or settlement system used by it for that purpose.
(d) Nothing in this Agreement shall oblige the Facility Agent, the Security Agent or the Arranger to carry out any “ know your customer” or other
checks in relation to any person on behalf of any Lender and each Lender confirms to the Facility Agent, the Security Agent and the Arranger that it
is solely responsible for any such checks it is required to carry out and that it may not rely on any statement in relation to such checks made by the
Facility Agent, the Security Agent or the Arranger.
25.11 Lenders’ indemnity to the Facility Agent and the Security Agent
Each Lender shall (in proportion to its share of the Total Commitments or, if the Total Commitments are then zero, to its share of the Total
Commitments immediately prior to their reduction to zero) indemnify the Facility Agent and the Security Agent, within three (3) Business Days of
demand, against any cost, loss or liability incurred by the Facility Agent or the Security Agent (otherwise than by reason of the gross negligence or
wilful misconduct of the Facility Agent or the Security Agent) in acting as Facility Agent or Security Agent under the Finance Documents (unless
the Facility Agent or Security Agent has been reimbursed by the Borrower pursuant to a Finance Document).
25.12 Resignation of the Facility Agent or Security Agent

Subject to the proviso set out at the end of this Clause 25.12:
(a) the Facility Agent or Security Agent may resign and appoint one of its Affiliates as successor by giving notice to the other Finance Parties and the
Borrower;
(b) alternatively the Facility Agent or Security Agent may resign by giving notice to the other Finance Parties and the Borrower, in which case the
Majority Lenders (after consultation with the Borrower) may appoint a successor Facility Agent or Security Agent;
(c) if the Majority Lenders have not appointed a successor Facility Agent or Security Agent in accordance with paragraph (b) above within 30 days
after notice of resignation was given, the Facility Agent or Security Agent (after consultation with the Borrower) may appoint a successor Facility
Agent or, as the case may be, Security Agent;
(d) the retiring Facility Agent or Security Agent shall, at its own cost, make available to its successor Facility Agent or Security Agent such documents
and records and provide such assistance as its successor Facility Agent or Security Agent may reasonably request for the purposes of performing its
functions as Facility Agent or Security Agent under the Finance Documents; and
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(e) the Facility Agent’s or the Security Agent’s resignation notice shall only take effect upon the appointment of a successor and subject to the approval
by Sinosure,
provided that any successor Facility Agent or successor Security Agent shall also act as facility agent and security agent under the COface Facility.
(f) Upon the appointment of a successor, the retiring Facility Agent or Security Agent shall be discharged from any further obligation in respect of the
Finance Documents but shall remain entitled to the benefit of this Clause 25. Its successor and each of the other Parties shall have the same rights
and obligations amongst themselves as they would have had if such successor had been an original Party.
(g) After consultation with the Borrower, the Majority Lenders may, by notice to the Facility Agent or, as the case may be, the Security Agent, require it
to resign in accordance with paragraph (b) above. In this event, the Facility Agent or the Security Agent shall resign in accordance with paragraph
(b) above.
25.13 Confidentiality
(a) The Facility Agent (in acting as Facility Agent for the Finance Parties) and the Security Agent (in acting as Security Agent for the Finance Parties)
shall be regarded as acting through its respective agency or security agency division which in each case shall be treated as a separate entity from any
other of its divisions or departments.
(b) If information is received by another division or department of the Facility Agent or, as the case may be, the Security Agent, it may be treated as
confidential to that division or department and the Facility Agent or, as the case may be, the Security Agent, shall not be deemed to have notice of it.
25.14 Relationship with the Lenders

The Facility Agent may treat each Lender as a Lender, entitled to payments under this Agreement and acting through its Facility Office unless it has
received not less than five (5) Business Days prior notice from that Lender to the contrary in accordance with the terms of this Agreement.
25.15 Credit appraisal by the Lenders

Without affecting the responsibility of the Borrower for information supplied by it or on its behalf in connection with any Finance Document, each
Lender confirms to the Facility Agent, the Security Agent and the Arranger that it has been, and will continue to be, solely responsible for making
its own independent appraisal and investigation of all risks arising under or in connection with any Finance Document including but not limited to:
(a) the financial condition, status and nature of each member of the Group;
(b) the legality, validity, effectiveness, adequacy or enforceability of any Finance Document and any other agreement, Security, arrangement
or document entered into, made or executed in anticipation of, under or in connection with any Finance Document;
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(c) whether that Lender has recourse, and the nature and extent of that recourse, against any Party or any of its respective assets under or in
connection with any Finance Document, the transactions contemplated by the Finance Documents or any other agreement, Security,
arrangement or document entered into, made or executed in anticipation of, under or in connection with any Finance Document; and
(d) the adequacy, accuracy and/or completeness of any information provided by the Facility Agent, the Security Agent, any Party or by any
other person under or in connection with any Finance Document, the transactions contemplated by the Finance Documents or any other
agreement, Security, arrangement or document entered into, made or executed in anticipation of, under or in connection with any Finance
Document.
25.16 Facility Agent’s and Security Agent’s Management Time

Any amount payable to the Facility Agent or the Security Agent under Clause 15.3 ( Indemnity to the Facility Agent), Clause 17 (Costs and
Expenses) and Clause 25.11 (Lenders’ indemnity to the Facility Agent and the Security Agent ) shall include the cost of utilising the Facility Agent’s
or, as the case may be, the Security Agent’s management time or other resources and will be calculated on the basis of such reasonable daily or
hourly rates as the Facility Agent or the Security Agent may notify to the Borrower and the Lenders.
25.17 Deduction from amounts payable by the Facility Agent or the Security Agent
If any Party owes an amount to the Facility Agent or the Security Agent under the Finance Documents the Facility Agent or the Security Agent may,
after giving notice to that Party, deduct an amount not exceeding that amount from any payment to that Party which the Facility Agent or the
Security Agent would otherwise be obliged to make under the Finance Documents and apply the amount deducted in or towards satisfaction of the
amount owed. For the purposes of the Finance Documents that Party shall be regarded as having received any amount so deducted.
25.18 Security Agency provisions

The provisions of Schedule 7 (Security Agency Provisions) shall bind each Party.
26. CONDUCT OF BUSINESS BY THE FINANCE PARTIES

No provision of this Agreement will:
(a) interfere with the right of any Finance Party to arrange its affairs (tax or otherwise) in whatever manner it thinks fit;
(b) oblige any Finance Party to investigate or claim any credit, relief, remission or repayment available to it or the extent, order and manner
of any claim; or
(c) oblige any Finance Party to disclose any information relating to its affairs (tax or otherwise) or any computations in respect of Tax.
27. SHARING AMONG THE FINANCE PARTIES
27.1 Payments to Finance Parties

If a Finance Party (a “Recovering Finance Party”) receives or recovers any amount from the Borrower other than in accordance with Clause 28
(Payment Mechanics) and applies that amount to a payment due under the Finance Documents then:
(a) the Recovering Finance Party shall, within three (3) Business Days, notify details of the receipt or recovery, to the Facility Agent;
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(b) the Facility Agent shall determine whether the receipt or recovery is in excess of the amount the Recovering Finance Party
would have been paid had the receipt or recovery been received or made by the Facility Agent and distributed in accordance
with Clause 28 (Payment Mechanics), without taking account of any Tax which would be imposed on the Facility Agent in
relation to the receipt, recovery or distribution; and
(c) the Recovering Finance Party shall, within three (3) Business Days of demand by the Facility Agent, pay to the Facility Agent an amount
(the “Sharing Payment”) equal to such receipt or recovery less any amount which the Facility Agent determines may be retained by the
Recovering Finance Party as its share of any payment to be made, in accordance with Clause 28.5 (Partial payments).
27.2 Redistribution of payments

The Facility Agent shall treat the Sharing Payment as if it had been paid by the Borrower and distribute it between the Finance Parties (other than
the Recovering Finance Party) in accordance with Clause 28.5 (Partial payments).
27.3 Recovering Finance Party’s rights

On a distribution by the Facility Agent under Clause 27.2 (Redistribution of payments), the Recovering Finance Party will be subrogated to the
rights of the Finance Parties which have shared in the redistribution,
27.4 Reversal of redistribution

If any part of the Sharing Payment received or recovered by a Recovering Finance Party becomes repayable and is repaid by that Recovering
Finance Party, then:
(a) each Lender which has received a share of the relevant Sharing Payment pursuant to Clause 27.2 (Redistribution of payments) shall, upon
request of the Facility Agent, pay to the Facility Agent for account of that Recovering Finance Party an amount equal to the appropriate
part of its share of the Sharing Payment (together with an amount as is necessary to reimburse that Recovering Finance Party for its
proportion of any interest on the Sharing Payment which that Recovering Finance Party is required to pay); and
(b) that Recovering Finance Party’s rights of subrogation in respect of any reimbursement shall be cancelled and the Borrower will be liable
to the reimbursing Finance Party for the amount so reimbursed.
27.5 Exceptions
(a) This Clause 27 shall not apply to the extent that the Recovering Finance Party would not, after making any payment pursuant to this Clause, have a
valid and enforceable claim against the Borrower.
(b) A Recovering Finance Party is not obliged to share with any other Finance Party any amount which the Recovering Finance Party has received or
recovered as a result of taking legal or arbitration proceedings, if:
(i) it notified that other Finance Party of the legal or arbitration proceedings; and
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(ii) that other Finance Party had an opportunity to participate in those legal or arbitration proceedings but did not do so as soon as reasonably
practicable having received notice and did not take separate legal or arbitration proceedings.
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SECTION 10
ADMINISTRATION
28. PAYMENT MECHANICS
28.1 Payments to the Facility Agent
(a) On each date on which the Borrower or a Lender is required to make a payment under a Finance Document, the Borrower (subject to Clause 28.10
(Payments to the Security Agent)) or that Lender shall make the same available to the Facility Agent (unless a contrary indication appears in a
Finance Document) for value on the due date at the time and in such funds specified by the Facility Agent as being customary at the time for
settlement of transactions in the relevant currency in the place of payment.
(b) Payment shall be made to such account in the principal financial centre of the country of that currency with such bank as the Facility Agent
specifies.
28.2 Distributions by the Facility Agent

Each payment received by the Facility Agent under the Finance Documents for another Party shall, subject to Clause 28.3 (Distributions to the
Borrower), Clause 28.4 (Clawback), Clause 25.17 (Deduction from amounts payable by the Facility Agent or the Security Agent) and Clause 28.10
(Payments to the Security Agent) be made available by the Facility Agent as soon as practicable after receipt to the Party entitled to receive payment
in accordance with this Agreement (in the case of a Lender, for the account of its Facility Office), to such account as that Party may notify to the
Facility Agent by not less than five (5) Business Days’ notice with a bank in the principal financial centre of the country of that currency.
28.3 Distributions to the Borrower

The Facility Agent and the Security Agent may (in accordance with Clause 29 ( Set-Off) or otherwise apply any amount received by it for the
Borrower in or towards payment (on the date and in the currency and funds of receipt) of any amount due from the Borrower under the Finance
Documents or in or towards purchase of any amount of any currency to be so applied.
28.4 Clawback
(a) Where a sum is to be paid to the Facility Agent or the Security Agent under the Finance Documents for another Party, the Facility Agent or, as the
case may be, the Security Agent, is not obliged to pay that sum to that other Party (or to enter into or perform any related exchange contract) until it
has been able to establish to its satisfaction that it has actually received that sum.
(b) If the Facility Agent or Security Agent pays an amount to another Party and it proves to be the case that it had not actually received that amount,
then the Party to whom that amount (or the proceeds of any related exchange contract) was paid shall on demand refund the same to the Facility
Agent or, as the case may be, the Security Agent together with interest on that amount from the date of payment to the date of receipt by the Facility
Agent or, as the case may be, the Security Agent, calculated by it to reflect its cost of funds.
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28.5 Partial payments
(a) If the Facility Agent receives a payment that is insufficient to discharge all the amounts then due and payable by the Borrower under the Finance
Documents, the Facility Agent shall apply that payment towards the obligations of the Borrower under the Finance Documents in the following
order:
(i) first, in or towards payment pro rata of any unpaid fees, costs and expenses of the Facility Agent, the Security Agent and the Arranger
under the Finance Documents;
(ii) secondly, in or towards payment pro rata of any accrued interest, fee or commission due but unpaid under this Agreement;
(iii) thirdly, in or towards payment pro rata of any principal due but unpaid under this Agreement; and
(iv) fourthly, in or towards payment pro rata of any other sum due but unpaid under the Finance Documents.
(b) The Facility Agent shall, if so directed by the Majority Lenders, vary the order set out in paragraphs (a)(ii) to (iv) above.
(c) Paragraphs (a) and (b) above will override any appropriation made by the Borrower.
28.6 No set-off by the Borrower

All payments to be made by the Borrower under the Finance Documents shall be calculated and be made without (and free and clear of any
deduction for) set-off or counterclaim.
28.7 Business Days
(a) Any payment which is due to be made on a day that is not a Business Day shall be made on the next Business Day in the same calendar month (if
there is one) or the preceding Business Day (if there is not).
(b) During any extension of the due date for payment of any principal or Unpaid Sum under this Agreement interest is payable on the principal or
Unpaid Sum at the rate payable on the original due date.
28.8 Currency of account
(a) Subject to paragraphs (b) and (c) below dollars is the currency of account and payment for any sum from the Borrower under any Finance
Document.
(b) Each payment in respect of costs, expenses or Taxes shall be made in the currency in which the costs, expenses or Taxes are incurred.
(c) Any amount expressed to be payable in a currency other than dollars shall be paid in that other currency.
28.9 Change of currency
(a) Unless otherwise prohibited by law, if more than one currency or currency unit are at the same time recognised by the central bank of any country as
the lawful currency of that country, then:
(i) any reference in the Finance Documents to, and any obligations arising under the Finance Documents in, the currency of that country
shall be translated into, or paid in, the currency or currency unit of that country designated by the Facility Agent (after consultation with
the Borrower); and
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(ii) any translation from one currency or currency unit to another shall be at the official rate of exchange recognised by the central bank for
the conversion of that currency or currency unit into the other, rounded up or down by the Facility Agent (acting reasonably).
(b) If a change in any currency of a country occurs, this Agreement will, to the extent the Facility Agent (acting reasonably and after consultation with
the Borrower) specifies to be necessary, be amended to comply with any generally accepted conventions and market practice in the relevant
interbank market and otherwise to reflect the change in currency.
28.10 Payments to the Security Agent

Notwithstanding any other provision of any Finance Document, at any time after any Security created by or pursuant to the Assignment of Insurance
Proceeds becomes enforceable, the Security Agent may require:
(a) the Borrower to pay all sums due under any Finance Document; or
(b) the Facility Agent to pay all sums received or recovered from the Borrower under any Finance Document,
in each case as the Security Agent may direct for application in accordance with the terms of the Assignment of Insurance Proceeds.
29. SET-OFF
A Finance Party may set off any matured obligation due from the Borrower under the Finance Documents (to the extent beneficially owned by that
Finance Party) against any matured obligation owed by that Finance Party to the Borrower, regardless of the place of payment, booking branch or
currency of either obligation. If the obligations are in different currencies, the Finance Party may convert either obligation at a market rate of
exchange in its usual course of business for the purpose of the set-off.
30. NOTICES/COMMUNICATIONS
30.1 Communications in writing

Any communication to be made under or in connection with the Finance Documents shall be made in writing and, unless otherwise stated, may be
made by fax or letter.
30.2 Addresses
The address, fax number and (if applicable) email address (and the department or officer, if any, for whose attention the communication is to be
made) of each Party for any communication or document to be made or delivered under or in connection with the Finance Documents is:
(a) in the case of the Borrower, that identified with its name below;
(b) in the case of each Lender, that notified in writing to the Facility Agent on or prior to the date on which it becomes a Party; and
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(c) in the case of the Facility Agent and the Security Agent, that identified with its name below,
or any substitute address, fax number, email address or department or officer as the Party may notify to the Facility Agent (or the Facility Agent
may notify to the other Parties, if a change is made by the Facility Agent) by not less than five (5) Business Days’ notice.
30.3 Delivery
(a) Any communication or document made or delivered by one person to another under or in connection with the Finance Documents will only be
effective:
(i) if by way of fax, when received in legible form;
(ii) if by way of letter, when it has been left at the relevant address or five (5) Business Days after being deposited in the post postage
prepaid in an envelope addressed to it at that address; or
(iii) if by way of email, if such email has complied with the rules under Clause 30.5 (Electronic communication),
and, if a particular department or officer is specified as part of its address details provided under Clause 30.2 (Addresses), if addressed to that
department or officer.
(b) Any communication or document to be made or delivered to the Facility Agent or the Security Agent will be effective only when actually received
by it and then only if it is expressly marked for the attention of the department or officer identified with its signature below (or any substitute
department or officer as it shall specify for this purpose).
(c) All notices from or to the Borrower shall be sent through the Facility Agent.
30.4 Notification of address and fax number

Promptly upon receipt of notification of an address, fax number and email address or change of address, fax number or email address pursuant to
Clause 30.2 (Addresses) or changing its own address, fax number or email address, the Facility Agent shall notify the other Parties.
30.5 Electronic communication
(a) Any communication to be made between the Facility Agent and a Lender under or in connection with the Finance Documents may be made by
electronic mail or other electronic means, if the Facility Agent and the relevant Lender:
(i) agree that, unless and until notified to the contrary, this is to be an accepted form of communication;
(ii) notify each other in writing of their electronic mail address and/or any other information required to enable the sending and receipt of
information by that means; and
(iii) notify each other of any change to their address or any other such information supplied by them.
(b) Any electronic communication made between the Facility Agent and a Lender will be effective only when actually received in readable form and in
the case of any electronic communication made by a Lender to the Facility Agent only if it is addressed in such a manner as the Facility Agent shall
specify for this purpose.
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30.6 English language
(a) Any notice given under or in connection with any Finance Document must be in English.
(b) All other documents provided under or in connection with any Finance Document must be:
(i) in English; or
(ii) if not in English, and if so required by the Facility Agent, accompanied by a certified English translation and, in this case, the English
translation will prevail unless the document is a constitutional, statutory or other official document.
31. CALCULATIONS AND CERTIFICATES
31.1 Accounts
In any litigation or arbitration proceedings arising out of or in connection with a Finance Document, the entries made in the accounts maintained by
a Finance Party are prima facie evidence of the matters to which they relate.
31.2 Certificates and Determinations

Any certification or determination by a Finance Party of a rate or amount under any Finance Document is, in the absence of manifest error,
conclusive evidence of the matters to which it relates.
31.3 Day count convention

Any interest, commission or fee accruing under a Finance Document will accrue from day to day and is calculated on the basis of the actual number
of days elapsed and a year of 360 days or, in any case where the practice in the relevant interbank market differs, in accordance with that market
practice.
32. PARTIAL INVALIDITY

If, at any time, any provision of the Finance Documents is or becomes illegal, invalid or unenforceable in any respect under any law of any
jurisdiction, neither the legality, validity or enforceability of the remaining provisions nor the legality, validity or enforceability of such provision
under the law of any other jurisdiction will in any way be affected or impaired.
33. REMEDIES AND WAIVERS

No failure to exercise, nor any delay in exercising, on the part of any Finance Party, any right or remedy under the Finance Documents shall operate
as a waiver, nor shall any single or partial exercise of any right or remedy prevent any further or other exercise or the exercise of any other right or
remedy. The rights and remedies provided in this Agreement are cumulative and not exclusive of any rights or remedies provided by law.
34. AMENDMENTS AND WAIVERS
34.1 Required consents
(a) Subject to Clause 34.2 (Exceptions) and Clause 34.3 (Security Agent / Intercreditor terms), terms of this Agreement may not be amended or waived
without the consent of the Majority Lenders, the Borrower and (where applicable) Sinosure and any such amendment or waiver will be binding on
all Parties.
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(b) An amendment or waiver which relates to the rights or obligations of the Facility Agent, the Security Agent or the Arranger may not be effected
without the consent of the Facility Agent, the Security Agent or the Arranger.
34.2 Exceptions
An amendment or waiver that has the effect of changing or which relates to:
(i) the definition of “Majority Lenders” in Clause 1.1 (Definitions);
(ii) a reduction in the Margin or a reduction in the amount of any payment of principal, interest, fees or commission payable;
(iii) any extension of a Repayment Date or Interest Payment Date, any increase to any Commitment or any other clause a change to which
expressly requires the consent of all the Lenders; or
(iv) Clause 2.2 (Finance Parties’ rights and obligations), Clause 23 (Changes to the Lenders) or this Clause 34,
shall not be made without the prior consent of all the Lenders.
34.3 Security Agent / Intercreditor terms

(a) an extension to the date of payment of any amount of principal or interest under this Agreement or the COface Facility;
(b) an increase in or extension of any Commitment under this Agreement or of any commitment under the COface Facility;
(c) the pro-rata entitlement to cancellation and application of any payment as between the Facility and the COface Facility pursuant to
Clause 7.2 (Voluntary cancellation), Clause 7.3 ( Voluntary prepayment) and Clause 7.4 ( Mandatory prepayment) including related rights
under the Délégation and (if implemented) the Assignment of Insurance Proceeds;
(d) the terms of Clause 25.12 (Resignation of the Facility Agent or Security Agent); or
(e) the terms of Clause 15 of Schedule 7,

may not be amended or waived without the consent of each party to this Agreement and the COface Facility.
34.4 Defined Terms in Contract

In order to achieve consistency between the Finance Documents, the COface Facility and the Commercial Facility, any amendment to the Contract
affecting definitions incorporated in to the Finance Documents may only be effective and binding by a written confirmation from the Facility Agent
to the Borrower under this Agreement and an equivalent written confirmation to the Borrower by the facility agent for the COFACE Lenders under
the COFACE Facility and by the facility agent for the lenders under the Commercial Facility.
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34.5 Sinosure
Where a required amendment or waiver has not been accepted by Lenders or Majority Lenders, as appropriate, directly as a result of Sinosure, the
Facility Agent agrees with the Borrower to use its reasonable endeavours to give the Borrower an opportunity to discuss the matter in question
directly with Sinosure.
35. COUNTERPARTS
Each Finance Document may be executed in any number of counterparts, and this has the same effect as if the signatures on the counterparts were
on a single copy of the Finance Document.
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SECTION 11
36. GOVERNING LAW

This Agreement is governed by, and shall be construed in accordance with, English law.
37. ARBITRATION
All dispute arising out of or in connection with this Agreement shall be finally settled in Singapore under the Rules of Arbitration of the
International Chamber of Commerce (“the Rules”) by one or more arbitrators appointed in accordance with the said Rules.
For the avoidance of doubt, and as an independent stipulation, this agreement to arbitrate in Singapore is not intended to be and shall not be
construed as a submission by either party to the jurisdiction of the Singapore courts.
This Agreement has been entered into on the date stated at the beginning of this Agreement.
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SCHEDULE 1
NAME OF ORIGINAL LENDERS
Original Lenders Commitments

HSBC France US$ 44,200,000
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SCHEDULE 2
CONDITIONS PRECEDENT
CONDITIONS PRECEDENT TO INITIAL UTILISATION
1. The Borrower
1.1 A copy of the constitutional documents of the Borrower.
1.2 A copy of a resolution of the board of commissioners of the Borrower approving the financing and the terms of, and the transactions contemplated
by, the Finance Documents to which it is a party.
1.3 A specimen of the signature of each person authorised by the resolution referred to in paragraph 1.2 above.
1.4 A certificate of the Borrower (signed by a director) confirming that borrowing the Total Commitments would not cause any borrowing or similar
limit binding on the Borrower to be exceeded.
1.5 A certificate of an authorised signatory of the Borrower certifying that each copy document relating to it specified in this Schedule 2 is correct,
complete and in full force and effect as at a date no earlier than the date of this Agreement.
2. Security related
2.1 The Délégation executed by the parties thereto.
3. Legal opinions
3.1 A legal opinion of Linklaters, legal advisers to the Arranger and the Facility Agent in England, substantially in the form distributed to the Original
Lenders prior to signing this Agreement.
3.2 A legal opinion of Hadiputranto, Hadinoto & Partners, legal advisers to the Arranger and the Facility Agent in Indonesia, substantially in the form
distributed to the Original Lenders prior to signing this Agreement.
3.3 A legal opinion of Linklaters, legal advisers to the Arranger and the Facility Agent in France, substantially in the form distributed to the Original
3.4 A legal opinion of Global Law Office, legal advisers to the Arranger and the Facility Agent in the People’s Republic of China, substantially in the
form distributed to the Original Lenders prior to signing this Agreement.
4. Other documents and evidence
4.1 Original copies of any other Finance Documents not previously listed in this Schedule 2 (other than the Assignment of Insurance Proceeds) executed
by the parties thereto.
4.2 A certified copy of the Contract and the Launch Services Contract.
73
4.3 Evidence that any agent for service of process, in relation to any proceedings before the Singapore arbitration and any Finance Document governed
by English [or French] law has accepted its appointment.
4.4 The Original Financial Statements.
4.5 Evidence that the fees, costs and expenses then due from the Borrower pursuant to Clause 17 (Costs and Expenses) have been paid or will be paid
by the Utilisation Date.
4.6 A certificate signed by an authorised officer of the Supplier confirming that the Contract has been duly executed by the Supplier and is in full force
and effect.
4.7 A certificate signed by an authorised officer of the Launch Service Provider confirming that (a) the Launch Services Contract has been duly
executed by the Launch Service Provider and is in full force and effect; (b) it has received the 15% advance payment; and (c) there is no breach of
the Launch Services Contract.
4.8 The issuance by Sinosure of the Sinosure Cover in a form acceptable to the Facility Agent, with a confirmation from Sinosure that it has received
payment in full of the Sinosure Premium and that the Sinosure Policy is in full force and effect.
4.9 A letter of undertaking signed by the Launch Service Provider and addressed to Sinosure in the form of the Buyer’s Export Credit Insurance
Commitments as provided by Sinosure.
4.10 A written confirmation from the Launch Service Provider certifying that all approvals, authorizations and consents required in China in connection
with the Launch Services Contract have been/will be obtained and are in full force and effect, or that no such approvals, authorizations and consents
are required.
4.11 A written confirmation from the Borrower confirming the Contract is in full force and effect.
4.12 A list, certified by a duly authorized officer of the Launch Service Provider, of the names and specimen signatures of each person authorised to sign,
(a) certificates, confirmations and undertakings required under this Agreement, and (b) any other document that the Launch Service Provider may
present to the Facility Agent or the Lenders from time to time. Such evidence shall be updated by the Launch Service Provider if there shall be any
change of such persons and/or their authority.
4.13 Evidence that the COface Facility has been executed and all conditions precedent to the initial disbursement have become effective (other
than any corresponding condition relating to the effectiveness of the Facility).
4.14 Evidence that all insurances required under this Agreement to be established and maintained by the Borrower and the Supplier have been put in
place and are effective.
4.15 A copy of each of the Authorisations necessary as of the date of the first Utilisation for the execution, entry into force and performance of the
Contract and the implementation of the Project (including, inter alia, in respect of the purchase and import of goods to be supplied and services to be
rendered to the Borrower in accordance with the terms of the Contract and operation of the Satellite), each to be in full force and effect.
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4.16 A copy of the approval from the Board of Commissioners and the Board of Directors of the Borrower and any other Authorisation or other
document, opinion or assurance which the Facility Agent considers to be necessary or desirable (if it has notified the Borrower accordingly) in
connection with the entry into and performance of the transactions contemplated by any Finance Document or for the validity and enforceability of
any Finance Document.
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SCHEDULE 3
DOCUMENTS REQUIRED FOR UTILISATION
1. An appropriate invoice issued by the Supplier in accordance with Clause 9 of the Contract, with an attachment of (X) a certificate signed by the
Launch Service Provider certifying the Chinese Content under the Launch Services Contract and (Y) an appropriate invoice issued by the Launch
Services Provider to the Supplier pursuant to the Launch Services Contract; and
[Note: HSBC to confirm if there is any other document required.]
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SCHEDULE 4
FORM OF NOTICE FROM THE SUPPLIER
From: [Supplier]
To: HSBC France
Dated: [ ]
Dear Sirs
Sinosure-covered Term Loan Facility Agreement dated [ ] (the “Agreement”) (HSBC Ref:XXX)
1. We refer to the Agreement. This is the notice from the Supplier as referred to in Clause 5.1 of the Agreement. Terms defined in the Agreement have
the same meaning in this notice unless given a different meaning in this notice.
2. Please see attached a certified copy of the invoice from us to the Borrower in respect of the payment for the launch services under the Contract,
being the amount of US$[ ], together with a certified copy of the invoice from the Launch Service Provider to us under the Launch Services
Contract with an amount of US$[ ] and the certificate signed by the Launch Service Provider.
3. We hereby instruct you to directly credit the proceeds of this Utilisation to the bank account as designated below:
Proposed Utilisation Date: [ ] (or, if that is not a Business Day, the next Business Day)
Amount: US$[ ]
Bank Account: Bank of Communications, Beijing Branch

SWIFT:
ACCOUNT NAME: Beijing Talentway Technology
Corporation
Account No.: 110060576146300001883
Yours faithfully,
duly authorised by and for and on behalf of

[Supplier]
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Appendix
From: [Launch Service Provider]
To: [Supplier]
Dated: [ ]
Dear Sirs
Sinosure-covered Term Loan Facility Agreement dated [ ] (the “Agreement”) (HSBC Ref:XXX)
1. We refer to the Agreement. This is the appendix as referred to in the notice from the Supplier. Terms defined in the Agreement have the same
meaning in this appendix unless given a different meaning herein.
2. We enclose a commercial invoice issued by us as the Launch Service Provider pursuant to the Launch Services Contract, being an amount of
US$[ ] (the “Invoice Amount”).
3. We certify that the Invoice Amount is comprised of:
ii. Chinese Content: US$[ ]; and
iii. Non-Chinese Content: US$[ ].*
4. We warrant that:
(i) the Invoice Amount does not include any amounts which have already been claimed by us under the Launch Services Contract;
(ii) the Invoice Amount does not include any amount in respect of any matter currently the subject of an arbitration or dispute
resolution nor, to the best of our knowledge and belief, will it be the subject of an arbitration or dispute resolution; and
(iii) there is no default under the Launch Services Contract which remains in full force and effect.
5. The Invoice Amount should be credited to the following account:

TO: Bank of Communications, Beijing Branch
SWIFT:
ACCOUNT NAME: Beijing Talentway Technology Corporation
Account No.: 110060576146300001883
Yours faithfully,
duly authorised by and for and on behalf of

Beijing Talentway Technology Corporation
Encl.:
[The commercial invoice from the Launch Service Provider]
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SCHEDULE 5
FORM OF TRANSFER CERTIFICATE
To: [ ] as Facility Agent
From: [The Existing Lender] (the “Existing Lender”) and [The New Lender] (the “New Lender”)
Dated:
PT Indosat Tbk - Facility Agreement

dated [ ] 2007 (the “Agreement”)
1. We refer to the Agreement. This is a Transfer Certificate, Terms defined in the Agreement have the same meaning in this Transfer Certificate unless
given a different meaning in this Transfer Certificate.
2. We refer to Clause 23.5 (Procedure for transfer):
2.1 The Existing Lender and the New Lender agree to the Existing Lender transferring to the New Lender by novation all or part of the Existing
Lender’s Commitment, rights and obligations referred to in the Schedule in accordance with Clause 23.5 (Procedure for transfer).
2.2 The proposed Transfer Date is [ ].
2.3 The Facility Office and address, fax number and attention details for notices of the New Lender for the purposes of Clause 30.2 (Addresses) are set
out in the Schedule.
3. The New Lender expressly acknowledges the limitations on the Existing Lender’s obligations set out in paragraph (c) of Clause 23.4 (Limitation of
responsibility of Existing Lenders).
4. This Transfer Certificate may be executed in any number of counterparts and this has the same effect as if the signatures on the counterparts were on
a single copy of this Transfer Certificate.
5. This Transfer Certificate is governed by English law.
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THE SCHEDULE
Commitment/rights and obligations to be transferred
[insert relevant details]
[Facility Office address, fax number and attention details for notices and account details for payments, ]
[Existing Lender] [New Lender]
By: By:
This Transfer Certificate is accepted by the Facility Agent and the Transfer Date is confirmed as [ ].
[Facility Agent]
By:
80
SCHEDULE 6
TIMETABLES
Delivery of an appropriate invoice and any other documents required under Schedule 3 (Documents Required for Utilisation) U-5
9.30am CET
Facility Agent notifies the Lenders of the Utilisation U-5

3.00pm CET
LIBOR is fixed Quotation Day (U-2)
as of 11:00 a.m.
(London time)
“U” = date of Utilisation
“U - X” = X Business Days prior to date of Utilisation
“CET” = Central European Time
81
SCHEDULE 7
SECURITY AGENCY PROVISIONS
1. Definitions
In this Schedule:
“Security Property” means all right, title and interest in:
(a) the benefit of the undertakings in the Délégation;
(b) the benefit of the undertakings in the Assignment of Insurance Proceeds; and
(c) all sums received or recovered by the Security Agent pursuant to the above and any assets representing the same.
2. Declaration of trust
(a) The Security Agent and each other Finance Party agree that the Security Agent shall hold the Security Property as agent for the Finance Parties on
the terms of the Finance Documents.
3. Defects in Security
The Security Agent shall not be liable for any failure or omission to perfect, or defect in perfecting, the Security created pursuant to any Security
Document, including:
(a) failure to obtain any Authorisation for the execution, validity, enforceability or admissibility in evidence of any Security Document; or
(b) failure to effect or procure registration of or otherwise protect or perfect any of the Security created by the Security Documents under
any laws in any territory.
4. Retention of documents
The Security Agent may hold title deeds and other documents relating to any of the Security Property in such manner as it sees fit.
5. Indemnity out of Security Property

The Security Agent and every receiver, delegate, attorney, agent or other similar person appointed may indemnify itself out of the Security Property
against any cost, loss or liability incurred by it in that capacity (otherwise than by reason of its own gross negligence or wilful misconduct).
6. Basis of distribution
To enable it to make any distribution, the Security Agent may fix a date as at which the amount of the Liabilities is to be calculated and may require,
and rely on, a certificate from any Finance Party giving details of:
(a) any sums due or owing to any Finance Party as at that date; and
(b) such other matters as it thinks fit.
82
7. No duty to collect payments
The Security Agent shall not have any duty:
(a) to ensure that any payment or other financial benefit in respect of any of the Security Property is duly and punctually paid, received or
collected; or
(b) to ensure the taking up of any (or any offer of any) stocks, shares, rights, moneys or other property accruing or offered at any time by
way of interest, dividend, redemption, bonus, rights, preference, option, warrant or otherwise in respect of any of the Security Property.
8. Appropriation
(a) Each Party irrevocably waives any right to appropriate any payment to, or other sum received, recovered or held by, the Security Agent
in or towards payment of any particular part of the Liabilities and agrees that the Security Agent shall have the exclusive right to do so.
(b) Paragraph (a) above will override any application made or purported to be made by any other person.
9. Investments
All money received or held by the Security Agent under the Finance Documents may, in the name of, or under the control of, the Security Agent:
(a) be invested in any investment it may select; or
(b) be deposited at such bank or institution (including itself any other Finance Party or any Affiliate of any Finance Party) as it thinks fit.
10. Suspense Account

Subject to paragraph 14 below the Security Agent may:
(a) hold in an interest bearing suspense account any money received by it from the Borrower; and
(b) invest an amount equal to the balance from time to time standing to the credit of that suspense account in any of the investments
authorised by paragraph 12 above.
11. Timing of Distributions

Distributions by the Security Agent shall be made as and when determined by it.
12. Delegation
(a) The Security Agent may:
(i) employ and pay an agent selected by it to transact or conduct any business and to do all acts required to be done by it (including
the receipt and payment of money);
(ii) delegate to any person on any terms (including power to sub-delegate) all or any of its functions; and
83
(iii) with the prior consent of the Majority Lenders, appoint, on such terms as it may determine, or remove, any person to act either
as separate or joint security trustee or agent with those rights and obligations vested in the Security Agent by this Agreement,
the Délégation or the Assignment of Insurance Proceeds.
(b) The Security Agent will not be:
(i) responsible to anyone for any misconduct or omission by any agent, delegate or security trustee or agent appointed by it
pursuant to paragraph (a) above; or
(ii) bound to supervise the proceedings or acts of any such agent, delegate or security trustee or agent,
provided that it exercises reasonable care in selecting that agent, delegate or security trustee or agent.
13. Unwinding
Any appropriation or distribution which later transpires to have been or is agreed by the Security Agent to have been invalid or which has to be
refunded shall be refunded and shall be deemed never to have been made.
14. Lenders
The Security Agent shall be entitled to assume that each Lender is a Lender unless notified by the Facility Agent to the contrary.
15. Relationship between the Lenders and the COFACE Lenders
15.1 Except where the Facility is required to be mandatorily prepaid as a result of the Launch Service Provider not being selected to launch the
Replacement Satellite:
(a) Payments received by the Security Agent under the Délégation in respect of the Termination Payments and the Supplier’s Contract Payments shall
be applied towards the repayment of the COface Facility.
(b) Payments received by the Security Agent under the Délégation in respect of a cancellation of the Contract and under the Assignment of Insurance
Proceeds shall be applied towards the repayment of this Facility and the COface Facility on a pro-rata basis.
15.2 Clause 15 of Schedule 7 may not be amended or waived without the consent of each party to this Agreement and the COface Facility.
84
SCHEDULE 8
FORM OF ASSIGNMENT OF INSURANCE PROCEEDS
85
SCHEDULE 9
FORM OF COMPLIANCE CERTIFICATE
From: PT Indosat Tbk
Dated:
Dear Sirs

1. We refer to the Agreement. This is a Compliance Certificate. Terms defined in the Agreement have the same meaning in this Compliance Certificate
unless given a different meaning in this Compliance Certificate.
2. We confirm that:
[Insert details of financial covenants and whether the Borrower is in compliance with those covenants.]
3. [We confirm that no Default is continuing.]
Signed:
Officer of
PT Indosat Tbk
[Insert applicable certification language]
86
SIGNATURES
THE BORROWER
PT INDOSAT TBK
By:
Address: Jl. Medan Merdeka Barat No. 21
Fax: +62 21 3483 3077
Attention: Group Head of Treasury
THE ARRANGER
HSBC FRANCE
By:
Name: Christopher Green
Address: 103 avenue des Champs Elysees,
75419 Paris Cedex 08, France
Fax: +331 40 70 7893
Attention: Karine Mérère / Brigitte Ait-Amar
THE FACILITY AGENT
HSBC FRANCE
By:
Fax: +331 40 70 7893
THE ORIGINAL LENDER
HSBC FRANCE
By:
Fax: +331 40 70 7893
87
THE SECURITY AGENT
HSBC FRANCE
By:
Fax: +331 40 70 7893
88
Exhibit 15.11
US$157,242,996
FACILITY AGREEMENT
Dated 27 November 2007
for
PT INDOSAT TBK
as Borrower
arranged by
HSBC FRANCE
with
HSBC FRANCE
as Original Lender
and
HSBC FRANCE
and
HSBC FRANCE
acting as Security Agent
COface TERM FACILITY AGREEMENT
Ref: L-142434
CONTENTS
CLAUSE PAGE
SECTION 1
SECTION 2
THE FACILITY
2. The Facility 18
3. Purpose 18
SECTION 3
UTILISATION
5. Utilisation 20
SECTION 4
6. Repayment 22
SECTION 5
8. Interest 25
10. Break Costs and Indemnification of Costs incurred in connection with Prepayments 26
12. COface Insurance Premium 28
SECTION 6

SECTION 7
SECTION 8
CHANGES TO PARTIES

SECTION 9
THE FINANCE PARTIES
25. Role of the Facility Agent, Security Agent and the Arranger 54
SECTION 10
ADMINISTRATION

29. Set-Off 63
35. Counterparts 67
SECTION 11

37. Arbitration 68
THE SCHEDULES
SCHEDULE PAGE

SCHEDULE 3 Documents Required for Utilisation 72
SCHEDULE 6 Security Agency Provisions 76
SCHEDULE 7 Form of Assignment of Insurance Proceeds 79
ii
(2) HSBC FRANCE as mandated lead arranger (the “Arranger”);
(3) HSBC FRANCE as lender (the “Original Lender”); and
(4) HSBC FRANCE as agent of the other Finance Parties (the “Facility Agent”).
(5) HSBC FRANCE as security agent of the Finance Parties (the “Security Agent”).
SECTION 1
1.1 Definitions
In this Agreement:
(a) any other person directly or indirectly controlling or controlled by or under direct or indirect common control with such specified person, or

person, directly or indirectly, whether through the ownership of voting securities, by contract or otherwise; and the terms “controlling” and “controlled”
have meanings correlative to the foregoing,
“Assignment of Insurance Proceeds” means the document in the form of Schedule 8 (Form of Assignment of Insurance Proceeds).
“Availability Period” means the period from and including the Initial CPs Satisfaction Date to the earliest to occur of either (i) five (5) Months after the
Starting Date of Credit, or (ii) the date of full utilisation, cancellation or termination of the Facility.
“Available Commitment” means a Lender’s Commitment at any time minus:
(a) the amount of its participation in the outstanding Loan at such time; and
(b) in relation to any proposed Utilisation, the amount of its participation in any Utilisation that is due to be made on or before the Utilisation Date.
“Available Facility” means the aggregate amount of each Lender’s Available Commitment at any time.
“Break Costs” means the amount (if any) payable under Clause 10.1 (Break Costs) and 10.2 (Indemnity of Costs incurred by the Lenders and/or the
French Authorities in connection with voluntary prepayments).
“Business Day” means a day (other than a Saturday or Sunday) on which banks are open for general business in Paris and Jakarta and, if on that day a
payment is to be made, New York City.
GAAP; and the amount of Debt represented by such obligation shall be the capitalised amount of such obligations determined in accordance with GAAP;
and the Stated Maturity thereof shall be the date of the last payment of rent or any other amount due under such lease prior to the first date upon which
such lease may be terminated by the lessee without payment of a penalty. For purposes of Clause 21.8 (Liens), a Capital Lease Obligation shall be
deemed secured by a Lien on the Property being leased.
“Capital Stock” means with respect to any person, any shares or other equivalents (however designated) of any class of corporate stock or partnership
interests or any other participations, rights, warrants, options or other interests in the nature of an equity interest in such persons, including Preferred
Stock, but excluding any debt security convertible or exchangeable into such equity interest.
“CIRR” means the “Commercial Interest Reference Rate” for US dollars, being 5.69 per cent, per annum.
“COFACE Cover” means the export credit insurance policy issued by COFACE in favour of the Lenders in relation to this Agreement.
“COFACE Premium” means the premium due to COFACE under the COFACE Cover for a maximum amount of US$16,482,996.
“Commercial Facility” means the Commercial Facility Agreement dated on or about the date of this Agreement made between (a) the Borrower;
(b) The Hongkong and Shanghai Banking Corporation Limited (Jakarta Branch) as arranger; (c) The Hongkong and Shanghai Banking Corporation
Limited as facility agent and (d) the lenders, in which the lenders have agreed to make available to the Borrower a loan facility in the amount of
[US$27,057,004].
(a) in relation to an Original Lender, the amount set opposite its name under the heading “Commitment” in Schedule 1 (Name of Original Lenders)
and the amount of any other Commitment transferred to it under this Agreement; and
(b) in relation to any other Lender, the amount of any Commitment transferred to it under this Agreement, to the extent not cancelled, reduced or
transferred by it under this Agreement.
“Constructive Total Loss” shall have the meaning ascribed to it in the Contract.
“Contract” means the in-orbit delivery contract entered into between the Supplier and the Borrower as buyer dated 29 June 2007 in respect of a Palapa
D Satellite.
“Contract Price” shall have the meaning ascribed to it in the Contract, being US$193,900,000.
“Currency Exchange Protection Agreement ” means, in respect of a person, any foreign exchange contract, currency swap agreement, currency option
or other similar agreement or arrangement designed to protect such person against fluctuations in currency exchange rates.
(a) the principal of and premium (if any) in respect of debt of such person for money borrowed and debt evidenced by notes, debentures, bonds or
other similar instruments for the payment of which such person is responsible or liable which in any such case, bears interest or on which interest
accrues; and
“Default” means an Event of Default under Clause 22 (Events of Default) or any event or circumstance which would (with the expiry of a grace period,
the giving of notice, the making of any determination under the Finance Documents or any combination of any of the foregoing) be an Event of Default.
“Délégation” means an agreement between the Borrower, the Supplier and the Security Agent under which the Supplier and the Borrower direct to the
Security Agent the payment of Supplier’s Contract Payments and Termination Payments.
(a) a material disruption to those payment or communications systems or to those financial markets which are, in each case, required to operate in
order for payments to be made in connection with the Facility (or otherwise in order for the transactions contemplated by the Finance Documents
to be carried out) which disruption is not caused by, and is beyond the control of, any of the Parties; or
(b) the occurrence of any other event which results in a disruption (of a technical or systems-related nature) to the treasury or payments operations of
a Party preventing that, or any other Party:
(ii) from communicating with other Parties in accordance with the terms of the Finance Documents, (and which (in either such case)) is not
caused by, and is beyond the control of, the Party whose operations are disrupted.
“EBITDA” means, for any period, an amount equal to the sum of net consolidated profit plus interest, other operating income and expenses, income tax
expense, depreciation and amortisation under GAAP.
“Environmental Law” means any applicable law in the Republic of Indonesia which relates to the pollution or protection of the environment or harm to
or the protection of human health or the health of animals or plants.
“Environmental Permits” means any permit, licence, consent, approval and other authorisation and the filing of any notification, report or assessment
required under any Environmental Law for the operation of the business in the Republic of Indonesia of any member of the Group conducted on or from
the properties in the Republic of Indonesia owned or used by the relevant member of the Group.
following that date, by not less than five (5) Business Days’ written notice) as the office or offices through which it will perform its obligations under this
Agreement.
between a willing seller and a willing buyer neither of whom is under undue pressure or compulsion to complete the transaction. Fair Market Value shall
be determined, except as otherwise provided:
(a) if such Property has a Fair Market Value equal to or less than US$ 5 million, by any Officer of the Borrower; or
(b) if such Property has a Fair Market Value in excess of US$5 million, by a majority of the board of directors of the Borrower and evidenced by a
board resolution of the Borrower, dated within 30 days of the relevant transaction, delivered to the Facility Agent.
“Final Maturity Date” means the tenth anniversary date of the Starting Date of Credit.
(a) this Agreement;
(b) the Délégation;
(c) the Assignment of Insurance Proceeds; and
(d) any other document designated as such by the Arranger and by the Borrower,
(b) the Arranger;
(c) the Lender; or
(d) the Security Agent,

“First Repayment Date” means the date falling six (6) Months after the Starting Date of Credit.
“French Authorities” means any governmental authority in or of France involved in the provision, regulation or management of the terms, conditions
and issuance of export credits.
“French Content” means the portion of the Contract Price which is attributable to goods and services of French origin and to other goods and services
within the limits and under the conditions determined by COFACE, being US$165,600,000, consisting of:
(a) one Palapa D Spacecraft with a value of US$113,020,000;
(b) Satellite control equipment with a value of US$8,200,000
(c) launch support, operation and services with a value of US$12,900,000;
(d) training and internship with a value of US$2,525,000;
(e) on-site support engineers, on call support and extra cost for financing with an amount of US$3,180,000; and
(f) launch management fee with a value of US$2,075,000,

together with the Launch Insurance and In-Orbit Insurance Cost up to an amount of US$23,700,000.
(a) to purchase or pay (or advance or supply funds for the purchase or payment of) such Debt of such other person (whether arising by virtue of
partnership arrangements, or by agreements to keep-well, to purchase assets, goods, securities or services, to take-or-pay or to maintain financial
statement conditions or otherwise), or
(i) endorsements for collection or deposit in the ordinary course of business; or
(ii) a contractual commitment by one person to invest in another person if, as a result of such commitment, such other person is merged or
consolidated into, or transfers all or substantially all of its property to the Borrower or a Restricted Subsidiary, provided that such other
person’s primary business is the same or substantially similar to that of the Borrower or such Restricted Subsidiary (as the case may
be).
“Incur” means, with respect to any Debt or other obligation of any person, to create, issue, incur, extend, assume, guarantee or become liable in respect
of such Debt or other obligation or the recording, as required pursuant to GAAP or otherwise, of any such Debt or obligation on the balance sheet of such
person (and “Incurrence” and “Incurred” shall have meanings correlative to the foregoing); provided, however, that any Debt or Capital Stock of a person
existing at the time such person becomes a Subsidiary (whether by merger, consolidation, acquisition or otherwise) shall be deemed to be Incurred by
such Subsidiary at the time it becomes a Subsidiary; provided further, however, that a change in GAAP that results in an obligation of such person that
exists at such time, and is not theretofore classified as Debt, becoming Debt shall not be deemed an Incurrence of such Debt.
“Indosat Towers” means telecommunication tower structures owned by the Borrower designed and constructed specially to support antennae for
transmission or reception and retransmission of electronic signals in the Telecommunication Business, including associated civil and mechanical
structure and interests in the real property on which any such tower structure is located.
“Insurance Proceeds” means all proceeds the Borrower may receive, or become entitled to, under the Launch Insurance and In-Orbit Insurance
applicable to the Replacement Satellite.
“Initial CPs Satisfaction Date” means the date on which all of the documents and evidence referred to in Schedule 2 (Conditions Precedent) have been
received or waived (as the case may be) by the Facility Agent, such date to be confirmed by a certificate of the Facility Agent.
“Interest Period” means, in relation to the Loan, each period determined in accordance with Clause 9 (Interest Periods) and in relation to an Unpaid
Sum, each period determined in accordance with Clause 8.3 (Default interest).
“Interest Rate Agreement” means, for any person, any interest rate swap agreement, interest rate cap agreement, interest rate collar agreement or other
similar agreement designed to protect against fluctuations in interest rates or reduce borrowing costs and/or costs of Currency Exchange Protection
Agreement.
“Launch Insurance and In-Orbit Insurance” shall have the meaning ascribed to the term “Launch and In-Orbit Insurance” in the Contract.
“Launch Insurance and In-Orbit Insurance Cost” means approximately US$23,700,000, the cost of the Launch Insurance and In-Orbit Insurance.
“Launch Services Contract” means the launch services contract dated 31 July 2007 between the Supplier and the Launch Service Provider in relation to
the launch of the Satellite pursuant to a launch schedule consistent with the requirements of the Contract.
“Launch Service Provider” means Beijing Talentway Technology Corporation, a company incorporated and existing under PRC law.
“Lenders” mean:
(b) any bank or financial institution which has become a Party in accordance with Clause 23 (Changes to the Lenders), which in each case has not
ceased to be a Party in accordance with the terms of this Agreement.
security interest, lien, charge, easement (other than any easement not materially impairing usefulness or marketability), encumbrance, preference, priority
or other security agreement or preferential arrangement of any kind or nature whatsoever on or with respect to such Property (including any Capital
Lease Obligation, conditional sale or other title retention agreement having substantially the same economic effect as any of the foregoing or any Sale
and Leaseback Transaction).
(a) if there is no Loan outstanding, a Lender or Lenders whose Commitments aggregate more than 50% of the Total Commitments (or, if the Total
Commitments have been reduced to zero, aggregated more than 50% of the Total Commitments immediately prior to the reduction); or
(b) at any other time, a Lender or Lenders whose participations in the Loan then outstanding aggregate more than 50% of the Loan outstanding.
“Milestone Certificate” shall have the meaning ascribed to it in the Contract.
“Month” means a period starting on one day in a calendar month and ending on the numerically corresponding day in the next calendar month, except
that:
(a) if the numerically corresponding day is not a Business Day, that period shall end on the next Business Day in that calendar month in which that
period is to end if there is one, or if there is not, on the immediately preceding Business Day; and
(b) if there is no numerically corresponding day in the calendar month in which that period is to end, that period shall end on the last Business Day
in that calendar month.
(a) as to which neither the Borrower nor any of its Restricted Subsidiaries (1) provides credit support of any kind (including any undertaking,
agreement or instrument that would constitute Debt) (other than pledges of Equity Interests of Unrestricted Subsidiaries for the benefit of lenders
of Unrestricted Subsidiaries), (2) is directly or indirectly liable as a guarantor or otherwise or (3) constitutes the lender; and
(b) no default with respect to which (including any rights that the holders of the Debt may have to take enforcement action against an Unrestricted
Subsidiary) would permit upon notice, lapse of time or both any holder of any other Debt of the Borrower or any of its Restricted Subsidiaries to
declare a default on such other Debt or cause the payment of the Debt to be accelerated or payable prior to its Stated Maturity.
10
“Partial Loss” shall have the meaning ascribed to it in the Contract.
(i) the aggregate principal amount of such Debt subject to such Liens does not exceed 100% of the sum of (i) the Fair Market Value (on
the date of the Incurrence thereof) of the applicable Telecommunication Assets, (ii) the Fair Market Value of any services to be
provided to the Borrower or such Restricted Subsidiary by the seller of the Telecommunication Assets in connection therewith, (iii) the
amount of interest on such Debt permitted to be capitalized during the period of construction and installation of such assets under
GAAP and (iv) any fees required to be paid by the Borrower or such Restricted Subsidiary with respect to such Debt; and
(ii) any such Lien may not extend to any Property of the Borrower or Restricted Subsidiary, other than the Property acquired, constructed
or leased with the proceeds of such Purchase Money Debt and any improvements or accessions to such Property;
(b) Liens for taxes, assessments or governmental charges or levies on the Property of the Borrower or any Restricted Subsidiary if the same shall not
at the time be delinquent or thereafter can be paid without penalty, or are being contested in good faith and by appropriate proceedings promptly
instituted and diligently concluded; provided that any reserve or other appropriate provision that shall be required in conformity with GAAP shall
have been made therefor;
(c) Liens imposed by law, such as carriers’, warehousemen’s and mechanics’ Liens and other similar Liens, on the Property of the Borrower or any
Restricted Subsidiary arising in the ordinary course of business and securing payment of obligations that are not more than 60 days past due or
are being contested in good faith and by appropriate proceedings;
obligations with respect to statutory or regulatory requirements, performance or return-of-money bonds, surety bonds or other obligations of a
like nature and incurred in a manner consistent with industry practice, in each case which are not Incurred in connection with the borrowing of
money, the obtaining of advances or credit or the payment of the deferred purchase price of Property and which do not in the aggregate impair in
any material respect the use of Property in the operation of the business of the Borrower and the Restricted Subsidiaries taken as a whole;
(e) Liens on Property at the time the Borrower or any Restricted Subsidiary acquired such Property, including any acquisition by means of a merger
or consolidation with or into the Borrower or any Restricted Subsidiary; provided, however, that
11
any such Lien may not extend to any other Property of the Borrower or any Restricted Subsidiary; provided further, however, that such Liens
shall not have been Incurred in anticipation of or in connection with the transaction or series of transactions pursuant to which such Property was
acquired by the Borrower or any Restricted Subsidiary;
(f) Liens on the Property of a person at the time such person becomes a Restricted Subsidiary; provided, however, that (i) any such Lien may not
extend to any other Property of the Borrower or any Restricted Subsidiary that is not a direct Subsidiary of such person and (ii) any such Lien
was not Incurred in anticipation of or in connection with the transaction or series of transactions pursuant to which such person became a
Restricted Subsidiary;
(g) Pledges or deposits by the Borrower or any Restricted Subsidiary under workmen’s compensation laws, unemployment insurance laws
or similar legislation, or good faith deposits in connection with bids, tenders, contracts (other than for the payment of Debt) or leases
to which the Borrower or any Restricted Subsidiary is party, or deposits to secure public or statutory obligations of the Borrower, or
(h) Utility easements, building restrictions and such other encumbrances or charges against real Property as are of a nature generally existing with
respect to properties of a similar character;
(j) Liens on the Property of the Borrower or any Restricted Subsidiary to secure any refinancing, in whole or in part, of any Debt secured by Liens
referred to in Clauses (e), (f) or (g) above; provided, however, that any such Lien shall be limited to all or part of the same Property that secured
the original Lien (together with improvements and accessions to such Property) and the aggregate principal amount of Debt that is secured by
such Lien shall not be increased to an amount greater than the sum of:
(i) the outstanding principal amount, or, if greater, the committed amount, of the Debt secured by Liens described under Clauses (e), (f) or
(g) above at the time the original Lien became a Permitted Lien under the Indenture; and
(l) Liens not otherwise permitted by Clauses (a) through (k) above securing Debt not in excess of US$25,000,000 outstanding at any time; and
12
payment of dividend, or as to the distribution of assets upon any voluntary or involuntary liquidation or dissolution of such person, over share’s of any
other class of Capital Stock issued by such person.
(a) manufacturing, testing and delivery of the Satellite in-orbit at the orbital location specified in the Contract equipped with 24 standard C-band, 11
extended C-band and 5 Ku-band transponders and other terms and scope of work agreed in the Contract; and

(a) the Satellite;

“Property” means, with respect to any person, any interest of such person in any kind of property or asset, whether real, personal or mixed, or tangible
or intangible, including Capital Stock in, and other securities of, any other person.
(a) consisting of the deferred purchase price of Telecommunications Assets, conditional sale obligations, obligations under any title retention
agreement, other purchase money obligations and obligations in respect of industrial revenue bonds, in each case where the maturity of such
Debt does not exceed the anticipated useful life of the Telecommunications Assets being financed; and
provided, however, that such Debt is Incurred within 180 days after the acquisition and construction of Telecommunications Assets by the Borrower or
such Restricted Subsidiary.
“Repay” means, in respect of any Debt, to repay, prepay, repurchase, redeem, legally defease or otherwise retire such Debt. “Repayment” and “Repaid”
shall have correlative meanings.
“Repayment Date” means the First Repayment Date and each of the days which are 6, 12, 18, 24, 30, 36, 42, 48, 54, 60, 66, 72, 78, 84, 90, 96, 102, 108
and 114 Months after the First Repayment Date but if any such date is not a Business Day, then that Repayment Date shall be deemed to be the
immediately succeeding Business Day.
“Repayment Instalment” means each instalment for repayment of the Loan referred to in Clause 6.1 (Repayment of Loan).
13
“Repeating Representations” means each of the representations set out in Clauses 18.1 (Status) to 18.4 (Power and authority), Clause 18.6 (Governing
law and enforcement), Clause 18.8 (No default) and 18.11 (Pari passu ranking).
“Replacement Satellite” shall have the meaning ascribed to it in the Contract.
(a) a Subsidiary of the Borrower unless such Subsidiary has been and remains designated as an “Unrestricted Subsidiary” in accordance with Clause
11.1 (Designation of Restricted Subsidiary as Unrestricted Subsidiary), and
(b) an Unrestricted Subsidiary that has been designated under Clause 11.1 (Designation of Restricted Subsidiary as Unrestricted Subsidiary) to be a
Restricted Subsidiary.
“Satellite In-Orbit Acceptance Review” shall have the meaning ascribed to the term “In-Orbit Acceptance Review” in the Contract.
“Security” means a mortgage, charge, pledge, lien or other security interest securing any obligation of any person or any other agreement or arrangement
having a similar effect.
“Sinosure Facility” means the Sinosure Facility Agreement dated on our about the date of this agreement made between (a) the Borrower; (b) HSBC
France as arranger; (c) HSBC France as facility agent and (d) the Sinosure Lenders, in which the Sinosure Lenders have agreed to make available to the
Borrower a loan facility in the amount of US$44,200,000.
“Sinosure Lender” means any lender as defined under the Sinosure Facility.
“Starting Date of Credit” means the earlier of (i) the date of successful completion of the Satellite In-Orbit Acceptance Review under the Contract and
(ii) 29 September 2009.
“Stated Maturity” means, with respect to any security, the date specified in such security as the fixed date on which the payment of principal of such
security is due and payable, including pursuant to any mandatory redemption provision (but excluding any provision providing for the repurchase of such
security at the option of the holder thereof upon the happening of any contingency beyond the control of the issuer unless such contingency has
occurred).
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(b) more than half the issued share capital of which is beneficially owned, directly or indirectly by the first mentioned company or corporation; or
and for this purpose, a company or corporation shall be treated as being controlled by another if that other company or corporation is able to direct its
affairs and/or to control the composition of its board of directors or equivalent body.
“Supplier’s Contract Payments” means all amounts payable by the Supplier to the Borrower under the Contract including performance incentive
payments and liquidated damages but excluding Termination Payments.
“Taxes” means any tax, levy, impost, duty or other charge or withholding of a similar nature (including any penalty or interest payable in connection
with any failure to pay or any delay in paying any of the same) and “Tax” and “Taxation” shall be construed accordingly.
(a) any Property (other than cash, cash equivalents and Capital Stock or other securities) to be owned by the Borrower or any Restricted Subsidiary
and the Telecommunications Business; or
(b) Capital Stock of a person that becomes a Restricted Subsidiary as a result of the acquisition of such Capital Stock by the Borrower or another
Restricted Subsidiary from any person other than an Affiliate of the Borrower,
provided, however, that in the case of Clause (b), such person is primarily engaged in the Telecommunications Business; and provided further, however,
that for purposes of the definition of Purchase Money Debt, Telecommunications Asset shall consist only of Property described in Clause (a) above and
shall not include Property constituting all or substantially all the assets of a business or an operating unit of a business.
(b) constructing, creating, developing or marketing communications networks, related network transmission equipment, software and other devices
for use in a communications business; or
(c) evaluating, participating in or pursuing any other activity or opportunity that is primarily related to those identified in Clause (a) or (b) above,
Borrower.
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“Termination Payments” means any amount payable by the Supplier to the Borrower in case of termination of the Contract by the Borrower for
convenience following a Total Loss or Constructive Total Loss of the first Satellite after launch. The amount payable shall be the difference between
(i) the amount of the insurance proceeds received by the Supplier for the manufacture and launch of the Replacement Satellite it is then no longer
required to build and deliver under the Contract and (ii) all costs and expenses incurred by the Supplier as a result of the termination.
“Total Commitments” means US$157,242,996 (representing the aggregate of 85% of the French Content at the date of this Agreement (as calculated by
the Supplier and confirmed by COFACE) and the premium payable under the COFACE Cover).
“Total Loss” shall have the meaning ascribed to it in the Contract.
“Transfer Certificate” means a certificate substantially in the form set out in Schedule 4 (Form of Transfer Certificate) or any other form agreed
“Utilisation” means any utilisation made under the Facility.
“Utilisation Date” means, with respect to a Utilisation, the date of that Utilisation.
“Voting Stock” of any person means all classes of Capital Stock or other interests (including partnership interests) of such person then outstanding and
normally entitled (without regard to the occurrence of any contingency) to vote in the election of directors, managers or trustees thereof.
“Wholly-Owned Subsidiary” means, at any time, a Restricted Subsidiary all the Voting Stock of which (except directors’ qualifying shares) is at such
time owned, directly or indirectly, by the Borrower and its other Wholly-Owned Subsidiaries.
1.2 Construction
(i) the “Facility Agent”, the “Security Agent” the “Arranger”, any “Finance Party”, any “Lender” or any “Party” shall be construed so as to
include its successors in title, permitted assigns and permitted transferees;
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(iii) an “authorised signatory” means a person that has been duly authorised by another person (the “other person”) to execute or sign any Finance
Document (or other document or notice to be executed or signed by the other person under or in connection with any Finance Document) on
behalf of that other person;
(iv) a “Finance Document” or any other agreement or instrument is a reference to that Finance Document or other agreement or instrument as
amended or novated except for the purposes of references to defined terms under the Contract, which shall mean those terms in the Contract as at
the date of this Agreement so that any changes to those defined terms will only be applicable if confirmed in accordance with Clause 34.4
(Defined Terms in Contract);
(v) “indebtedness” includes any obligation (whether incurred as principal or as surety) for the payment or repayment of money, whether present or
future, actual or contingent;
(vii) a “regulation” includes any regulation, rule, official directive, request or guideline (whether or not having the force of law) of any governmental,
intergovernmental or supranational body, agency, department or regulatory, self-regulatory or other authority or organisation;
(ix) a time of day is a reference to Paris time.
(d) A Default (other than an Event of Default) is “continuing” if it has not been remedied or waived and an Event of Default is “continuing” if it has not
been waived.
(a) Unless expressly provided to the contrary in a Finance Document, a person who is not a Party has no right under the Contracts (Rights of Third Parties)
Act 1999 (the “Third Parties Act”) to enforce or to enjoy the benefit of any term of this Agreement.
(b) Notwithstanding any term of any Finance Document, the consent of any person who is not a Party, with the exception of COface, is not required to
rescind or vary this Agreement at any time.
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SECTION 2
THE FACILITY
2. THE FACILITY
2.1 The Facility

Subject to the terms of this Agreement, the Lenders agree to make available to the Borrower a dollar term loan facility up to an aggregate amount equal
to the Total Commitments.

The obligations of the Lenders to make the Facility available to the Borrower under the Agreement are joint and several.
3. PURPOSE
3.1 Purpose
The purpose of this Facility is to finance the payment of 85% of the French Content plus 100% of the COface Premium.
3.2 Waiver of claims and defences

The Borrower hereby acknowledges that its liability to pay in full any sum payable under this Agreement on the due date for payment thereof is totally
independent from, and is in no way conditional upon performance by the Supplier of its obligations under the Contract, or under any other agreement and
shall not be affected in any way by reason of any claim or defence which the Borrower may have or may consider that it has against the Supplier or any
other third party.

No Utilisation under the Facility shall be made unless the Facility Agent has received all of the documents and other evidence listed in Schedule 2
(Conditions Precedent) in form and substance reasonably satisfactory to the Facility Agent. The Facility Agent shall notify the Borrower and the Lenders
promptly upon being so reasonably satisfied.

The Lenders will only be obliged to comply with Clause 5 (Utilisation) if on the proposed Utilisation Date:
(a) no Default is continuing or would result from the proposed Utilisation;
(b) the representations in Clause 18 (Representations) to be made by the Borrower are true in all material respects;
(c) the Facility Agent has received not later than five (5) Business Days prior to the proposed Utilisation Date:
(i) the documents listed in Schedule 3 (Documents Required for Utilisation); and
(ii) a confirmation from Supplier (a copy of which has been delivered to the Borrower) that (x) in the case of the proposed first Utilisation
only, it has received the 15% advance payment pursuant to the Contract and (y) in the case of all proposed Utilisations it has duly
delivered to the Borrower the relevant invoice with respect to the
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proposed Utilisation and not been notified in the ten (10) days following such delivery of any dispute relating to the payment of the
invoiced amount, in each case in accordance with the Contract.
(d) the COface Cover remains in full force and effect and not suspended or cancelled, and the Facility Agent is, in its sole discretion,
satisfied that all conditions of the COFACE Cover with respect to this Agreement and of the credit insurance cover with respect to this
Agreement are fully fulfilled and that the credit insurance coverage will apply to such Utilisation under this Agreement; and
(e) the Contract is in full force and effect, has not been suspended, interrupted, cancelled or terminated, amended or modified (otherwise than as
authorised under this Agreement); no arbitration or other legal proceedings have been initiated between the Borrower and the Supplier in respect
of the Contract and neither the Borrower nor the Supplier have taken any action to suspend the Contract.
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SECTION 3
UTILISATION
5. UTILISATION
5.1 Payments
Any and all Utilisations under the Facility:
(a) shall only be made by direct payment from the Facility Agent to the Supplier (and, in the case of the first Utilisation, also to COface) in accordance with
Clause 3 (Purpose) and in accordance with Clause 5.2 (Borrower’s Mandate: Payment Instructions);
(b) shall be for the account of the Borrower, each payment being made in the name of, and on behalf of, the Borrower; and
(c) on its or their relevant Utilisation Date, shall (in the case of the first Utilisation) constitute the Loan; and (in the case of each subsequent Utilisation) be
added to and form part of the Loan.
5.2 Borrower’s Mandate: Payment Instructions
(a) Utilisations under the Facility may be made only by payments to the Supplier or to COface. The Borrower accordingly authorises the Facility Agent:
(i) to pay on the date which is thirty (30) days from the date of the invoice referred to in Clause 4.2(c)(ii), on its behalf and for its account, the
Supplier the amounts due to it, against the delivery by the Supplier to the Facility Agent on or before the Specified Time of the documents
specified in Schedule 3 (Documents Required for Utilisation) where such documents are found by the Facility Agent to be in order; and
(ii) to pay to COface, on the first Utilisation Date, the COFACE Premium due on the date of the first Utilisation and the amount of the first
Utilisation shall be automatically increased by the amount of the COFACE Premium, in accordance with Clause 12 (COface Insurance
Premium).
(b) Such instructions, which are hereby accepted by the Facility Agent and acknowledged by the Facility Agent, the Borrower and each Lender to be made in
their joint interest, are irrevocable and may not be revoked or modified without the express written consent of the Borrower and the Facility Agent, acting
on the instructions of the Majority Lenders.
(c) The Facility Agent shall notify the Borrower of the amount and Utilisation Date of each Utilisation promptly after such Utilisation has been made. The
Borrower also agrees that any Utilisation made under or pursuant to this Clause 5 shall be deemed to have been made to or for the account of the
Borrower and the Borrower waives all rights of protest it may have to the contrary.
(d) The responsibility of the Facility Agent for the examination of the documents referred to in Clause 5.2(a)(i) shall be limited to ascertaining that they
appear to be in order on their face, in accordance with the meaning of such terms under the Uniform Customs and Practice for Documentary Credits
(Publication 600). Documents which appear on their face to be inconsistent with one another shall be considered not to be in order.
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(e) The Facility Agent and the Lenders shall not be responsible for any delay in making available any Utilisation resulting from a failure to meet any
requirement for the delivery of further information or documents required by the Facility Agent to confirm that the conditions of Clause 4 (Conditions of
Utilisation) and of this Clause 5 have been met.
(f) No Utilisation may be made outside of the Availability Period.
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SECTION 4
6. REPAYMENT

The Loan outstanding after the Availability Period shall be repaid in twenty equal semi-annual instalments (each a “ Repayment Instalment”). One
Repayment Instalment shall fall due on each Repayment Date.
6.2 Reborrowing
7.1 Illegality
(c) the Borrower shall repay that Lender’s participation in the Loan on the last day of the Interest Period occurring after the Facility Agent has
notified the Borrower or, if earlier, the date specified by the Facility Agent (being no earlier than the last day of any applicable grace period
permitted by law).

The Borrower may at any time prior to the Utilisation Date and prior to the end of the Availability Period, if it gives the Facility Agent not less than 30
days’ prior notice, cancel the whole or any part (being a minimum amount of US$10,000,000) of the Available Facility, provided that the Borrower also
makes a corresponding pro rata cancellation of the available facility under the Sinosure Facility, except in the case of a cancellation of the entire
remaining Available Facility in an amount no greater than US$2,000,000, in which case no such corresponding pro-rata cancellation under the Sinosure
Facility is required. Any cancellation under this Clause 7.2 shall reduce the Commitments of the Lenders rateably.
(a) The Borrower may, if it gives the Facility Agent not less than 30 days’ prior notice, prepay the whole or any part of the Loan (but, if in part,
being an amount that reduces the amount of the Loan by a minimum amount of US$10,000,000 and in integral multiples of US$1,000,000);
(b) The Loan may only be prepaid after the last day of the Availability Period (or, if earlier, the day on which the Available Facility is zero) and on a
Repayment Date; and
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(c) Any prepayment under this Clause 7.3 shall satisfy the obligations under Clause 6.1 (Repayment of Loan) in inverse chronological order,
provided that the Borrower shall not make a voluntary prepayment under the Facility unless the Borrower also makes a corresponding pro rata voluntary
prepayment under the Sinosure Facility.
(a) In the event that:
(i) the Contract is terminated prior to the Starting Date of Credit;
(ii) a Total Loss or Constructive Total Loss of (x) the Satellite and a subsequent cancellation, repudiation or termination of the Contract, or (y) of the
Replacement Satellite;
(iii) the COface Cover is invalid or not in full force and effect; or
(iv) the Borrower’s request for covenant suspension/relaxation is not agreed by the Facility Agent acting on the instructions of the Majority Lenders
and with the consent of COface under Clause 21.13 (Suspension and Relaxation of Certain Covenants) within 30 days of that request,
the Borrower shall immediately prepay the outstanding Loan under the Facility and the Sinosure Facility on a pro-rata basis. Any such prepayment shall
include but shall not be limited to the amount of any payments applied pursuant to, respectively, the Délégation or the Assignment of Insurance Proceeds.
(b) The Facility Agent shall immediately apply amounts directed to the Facility Agent under the Délégation in respect of Supplier’s Contract Payments in or
towards prepayment of the outstanding Loan under the Facility.
(c) Any prepayment under this Clause 7.4 shall satisfy the obligations under Clause 6.1 (Repayment of Loan) in inverse chronological order.
(a) If:
(i) any sum payable to any Lender by the Borrower is required to be increased under Clause 13.2 (Tax gross-up); or
the Borrower may, whilst the circumstance giving rise to the requirement or indemnification continues, give the Facility Agent notice of cancellation of
the Commitment of that Lender and its intention to procure the repayment of that Lender’s participation in the Loan.
(c) On the last day of the Interest Period which ends after the Borrower has given notice under paragraph (a) above (or, if earlier, the date specified by
the Borrower in that notice), the Borrower shall repay that Lender’s participation in the Loan.
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7.6 Restrictions
(a) Any notice of cancellation or prepayment given by any Party under this Clause 7 shall be irrevocable and, unless a contrary indication appears in this
Agreement, shall specify the date or dates upon which the relevant cancellation or prepayment is to be made and the amount of that cancellation or
prepayment.
(c) The Borrower may not reborrow any part of the Facility which is prepaid.
(d) The Borrower shall not repay or prepay all or any part of the Loan or cancel all or any part of the Commitments except at the times and in the manner
expressly provided for in this Agreement.
(e) If the Facility Agent receives a notice under this Clause 7 it shall promptly forward a copy of that notice to either the Borrower or the affected Lender or
Lenders, as appropriate.
(f) Any pro-rata prepayment of the Sinosure Facility shall take place on the same date as prepayment of the Facility.
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SECTION 5
8. INTEREST

The Borrower shall pay interest to the Facility Agent on the Loan at the rate of the CIRR. Such interest shall accrue from the date of the first Utilisation
to the date of actual repayment of the Loan.

The Borrower shall pay on each Interest Payment Date accrued interest on the Loan. Interest shall be calculated on the actual number of days elapsed on
the basis of a 360-day year.
(a) If the Borrower fails to pay any amount payable by it under a Finance Document to which it is a party on its due date, interest shall accrue on the overdue
amount from the due date up to the date of actual payment (both before and after judgment) at a rate which is the sum of two per cent per annum and the
CIRR. Any interest accruing under this Clause 8.3 shall be immediately payable by the Borrower on demand by the Facility Agent.
(b) Default interest (if unpaid) arising on an overdue amount will be compounded with the overdue amount on each Interest Payment Date applicable to that
overdue amount but will remain immediately due and payable.

Utilisation is made upon or the Starting Date of Credit becomes known to the Facility Agent after such statement has been sent, the Facility Agent shall,
where practicable, send to the Borrower a supplementary statement. The statement will be sent by fax no later than twenty (20) days prior to the relevant
Interest Payment Date (and the supplementary statement will be sent by fax promptly upon becoming aware of the amount due) and will, in each case, be
followed by delivery of the original statement all in accordance with Clause 30 (Notices/Communications). Notwithstanding the foregoing provisions of
this Clause 8.4, any delay or failure by the Facility Agent to send a statement shall not affect the obligation of the Borrower to pay interest.
9. INTEREST PERIODS
(a) Each Interest Period shall, subject as provided below, be six (6) Months.
(b) The first Interest Period for the Loan will start on the Utilisation Date of the first Utilisation and end six (6) Months after such date unless the Sinosure
Facility has been utilised before that first Utilisation Date, in which case it will end on the last day of the current interest period for the loan under the
Sinosure Facility. Each subsequent Interest Period until the Starting Date of Credit shall start on the last day of its preceding Interest Period and end on
the earlier of (i) six (6) Months after such date or (ii) the Starting Date of Credit.
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(c) The first Interest Period relating to that part of the Loan represented by each of the second and all subsequent Utilisations shall start on its Utilisation
Date and end on the next Interest Payment Date.
(d) The Interest Period commencing on the Starting Date of Credit will start on the Starting Date of Credit and end on the First Repayment Date and each
subsequent Interest Period will start on the last day of its preceding Interest Period and end on the following Repayment Date, with the last Interest
Period ending on the Final Maturity Date.
(e) The Loan shall only have one Interest Period applicable to it at any time, except in the circumstances described in paragraph (c) above for the first
Interest Periods applicable to that part of the Loan represented by further Utilisations before they are consolidated on subsequent Interest Payment
Date(s).

If an Interest Period would otherwise end on a day which is not a Business Day, that Interest Period will instead end on the next Business Day in that
calendar month (if there is one) or the preceding Business Day (if there is not).
10. BREAK COSTS AND INDEMNIFICATION OF COSTS INCURRED IN CONNECTION WITH PREPAYMENTS
10.1 Break Costs

The Borrower shall reimburse to each Lender, upon demand, all costs and expenses incurred by such Lender in relation to any repayment or prepayment
of the Loan (or any part thereof), other than on an Interest Payment Date, whether by voluntary prepayment or by acceleration, pursuant to any of the
provisions of this Agreement (including, but not limited to, Clauses 7.3 (Voluntary prepayment), Clause 7.5 ( Right of repayment and cancellation in
relation to a single Lender) and Clause 22 (Events of Default)) but excluding any repayment made under Clause 6 (Repayment) or any prepayment under
Clauses 7.1 (Illegality), Clause 7.4 (Mandatory prepayment) or Clause 14 (Increased Costs) for its losses, costs and expenses incurred in obtaining,
liquidating, employing or reemploying deposits from third parties in respect of funds borrowed, contracted for or utilized to fund the amount so repaid or
paid, arising directly from such payment by the Borrower, provided that such demand of the Lender shall be supported by a statement certifying in
reasonable detail the amount of such costs or expenses, which statement shall constitute evidence thereof and shall be conclusive and binding save for
manifest error proved by the Borrower.
10.2 Indemnity of Costs incurred by the Lenders and/or the French Authorities in connection with voluntary prepayments
(a) Each repayment or prepayment of the Loan under the Facility which could be the subject of the reimbursement obligation under Clause 10.1 (Break
Costs) but irrespective, for the purposes of this Clause 10.2(a), when the relevant payment is made, including on an Interest Payment Date together with
any mandatory prepayment made as required by Clause 7.4(a)(iv) shall be subject to the payment of an indemnity by the Borrower to the Lenders. The
Borrower shall also indemnify each Lender on demand in relation to any losses, costs or expense it incurs as a result of any repayment or prepayment of
the Loan (or any part thereof), whether by voluntary prepayment or by acceleration, pursuant to any of the provisions of this Agreement (including,
26
but not limited to, Clauses 7.3 (Voluntary prepayment), Clause 7.4(a)(iv), Clause 7.5 ( Right of repayment and cancellation in relation to a single Lender)
and Clause 22 (Events of Default)) but excluding any repayment made under Clause 6 (Repayment) or any prepayment under Clauses 7.1 (Illegality),
Clause 7.4 (Mandatory prepayment) or Clause 14 (Increased Costs), which will be determined, in accordance with the requirements of the French
Authorities by taking into account the positive differential between the rate of interest under the Facility and the prevailing market yield for the prepaid
Loan amount and each corresponding remaining residual period. The rate differentials will be applied to the amount of the corresponding prepaid Loan
on the period from the date of its prepayment until the original Repayment Date(s). The net present value of each corresponding amount resulting from
above calculation will be determined at the corresponding prevailing market yield. In case the cumulated amount of such present values is negative, no
indemnity payment shall be due to the Borrower.
(b) Two (2) Business Days before the date of prepayment, the Facility Agent will provide the Borrower with a statement including the amount of the
indemnity which shall be paid by the Borrower to the Facility Agent on the date of such prepayment.
(c) The Borrower acknowledges and agrees that the amounts payable under sub-Clause 10.2(a) above are in addition to all amounts payable by it under
Clause 10.1 (Break Costs) with respect to any prepayment.

The board of directors of the Borrower may, by written notice to the Facility Agent, designate any Restricted Subsidiary to be an Unrestricted Subsidiary
if:
(i) all Debt of such Subsidiary, whether in existence at the time of designation as an Unrestricted Subsidiary, or Incurred thereafter, is Non-Recourse
Debt;
(ii) such Subsidiary is not party to any agreement, contract, arrangement or understanding with the Borrower or any Restricted Subsidiary unless the
terms of any such agreement, contract, arrangement or understanding are no less favorable to the Borrower or such Restricted Subsidiary than
those that might be obtained at the time from persons who are not Affiliates of the Borrower;
(iii) such Subsidiary is a person with respect to which neither the Borrower nor any Restricted Subsidiaries has any direct or indirect obligation (i) to
subscribe for additional Equity Interests, or (ii) to maintain or preserve such person to achieve any specified levels of operating results; and

If, at any time, any Unrestricted Subsidiary fails to meet the requirements outlined in Clause 11.1 (Designation of Restricted Subsidiary as Unrestricted
Subsidiary) for an Unrestricted Subsidiary, it will immediately cease to be an Unrestricted Subsidiary.
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The board of directors of the Borrower may, by written notice to the Facility Agent, designate any Unrestricted Subsidiary to be a Restricted Subsidiary
if the designation would not cause a Default.
12. COFACE INSURANCE PREMIUM
12.1 Payment by the Borrower
(a) The Borrower shall bear the cost of the COface Premium payable in respect of, or in connection with, the COFACE Cover and the Facility Agent shall
pay all such amounts to COFACE for the Borrower’s account.
(b) The COface Premium will be due and payable in full on the date of the first Utilisation under this Agreement.
(c) An amount of US$2,056 is due and payable to COface on the date of signature of the COFACE Cover. If settled by the Facility Agent, the Borrower
undertakes to reimburse such amount on the Facility Agent’s demand.
12.2 Financing with Proceeds of Disbursement
(a) Subject to all other terms and conditions of this Agreement, the COface Premium will be financed from the first Utilisation under the Facility.
(b) That part of the first Utilisation which is applied to pay the COface Premium shall be included in the principal amount of the Loan and repaid to the
Facility Agent in accordance with the relevant provisions in this Agreement and the Borrower shall pay interest on such amount at the rates determined
under, and in accordance with, Clause 8 (Interest) and repay such amount together with all other principal as stated in Clause 6 (Repayment).
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SECTION 6
13.1 Definitions

“Protected Party” means a Finance Party which is or will be subject to any liability, or required to make any payment, for or on account of Tax in
relation to a sum received or receivable (or any sum deemed for the purposes of Tax to be received or receivable) under a Finance Document.
“Tax Deduction” means a deduction or withholding for or on account of Tax from a payment to a Finance Party under a Finance Document.
13.2 Tax gross-up
(a) The Borrower shall make all payments to be made by it without any Tax Deduction, unless a Tax Deduction is required by law.
(c) Subject to paragraph (e) below, if the Borrower is required to make a Tax Deduction, the Borrower shall make that Tax Deduction and any payment
required in connection with that Tax Deduction within the time allowed and in the minimum amount required by law.
(d) Within thirty (30) days of making either a Tax Deduction or any payment required in connection with that Tax Deduction, the Borrower shall deliver to
the Facility Agent for the Finance Party entitled to the payment evidence reasonably satisfactory (which may include if available, without limitation, an
original receipt (or certified copy thereof)) to that Finance Party that the Tax Deduction has been made or (as applicable) any appropriate payment paid in
accordance with law or regulation to the relevant taxing authority.
(e) In the event there is a Tax Deduction required by the Indonesian tax authorities, the Lenders shall use reasonable endeavours to offset the Tax Deduction
with a tax credit, subject to the availability of the tax credit under the Indonesia-France tax treaty. The Lenders’ obligation to apply for a tax credit for the
cost of such Tax Deduction is subject to (i) the Lenders’ ability to continue to be entitled to receive the appropriate tax credit in an amount up to the
amount of the Tax Deduction required by the Indonesian government and/or Indonesian tax authorities on interest payments, and (ii) the extent to which
the Lenders’ taxable income is sufficient for them to realise the benefit of the relevant tax credit. In the event of any change in the Indonesia-French tax
treaty or French law (including any amendment or change in an official, administrative or judicial interpretation,
29
pronouncement or application of, or practice under, such treaty or law, or any change in the published practice of any tax authority) that removes in
whole or in part the entitlement to a tax credit available to the Lenders, or, if for any other reason, the Lenders do not receive the net amount of interest
due to it as a result of a withholding required by the Indonesian government and/or Indonesian tax authorities, applicable payments of interest made by
the Borrower under the Finance Documents shall be increased by an amount which (after making any withholding required by the Indonesian
government and/or Indonesian tax authorities) leaves a net amount equal to the payment which would have been due if no such withholding had been
required.
13.3 Tax indemnity
(a) The Borrower shall (within ten (10) Business Days of demand by the Facility Agent) pay to a Protected Party an amount equal to the loss, liability or cost
which that Protected Party determines will be or has been (directly or indirectly) suffered for or on account of Tax by that Protected Party in respect of a
Finance Document.
(b) Paragraph (a) above shall not apply:
(i) with respect to any Tax assessed on a Protected Party:
(A) under the law of the jurisdiction in which that Protected Party is incorporated or, if different, the jurisdiction (or jurisdictions) in which
that Protected Party is treated as resident for tax purposes; or
(B) under the law of the jurisdiction in which that Protected Party’s Facility Office is located in respect of amounts received or receivable
in that jurisdiction,
if that Tax is imposed on or calculated by reference to the net income received or receivable (but not any sum deemed to be received or
receivable) by that Protected Party; or
(ii) to the extent a loss, liability or cost is compensated for by an increased payment under Clause 13.2 (Tax gross-up).
(c) A Protected Party making, or intending to make a claim under paragraph (a) above shall promptly notify the Facility Agent of the event which will give,
or has given, rise to the claim, following which the Facility Agent shall notify the Borrower.
(d) A Protected Party shall, on receiving a payment from the Borrower under this Clause 13.3, notify the Facility Agent.
13.4 Stamp taxes

The Borrower shall pay and, within ten (10) Business Days of demand, indemnify each Finance Party against any cost, loss or liability that Finance Party
incurs in relation to all stamp duty, registration and other similar Taxes payable in respect of any Finance Document.
13.5 Value added tax
(a) All amounts set out, or expressed to be payable under a Finance Document by any Party to a Finance Party which (in whole or in part) constitute the
consideration for VAT purposes shall be deemed to be exclusive of any VAT which is chargeable on such supply, and accordingly, subject to paragraph
(c) below, if VAT is chargeable on any supply made by any Finance Party to any
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Party under a Finance Document, that Party shall pay to the Finance Party (in addition to and at the same time as paying the consideration) an amount
equal to the amount of the VAT (and such Finance Party shall promptly provide an appropriate VAT invoice to such Party).
(b) If VAT is chargeable on any supply made by any Finance Party (the “ Supplier”) to any other Finance Party (the “Recipient”) under a Finance
Document, and any Party (the “Relevant Party”) is required by the terms of any Finance Document to pay an amount equal to the consideration for such
supply to the Supplier (rather than being required to reimburse the Recipient in respect of that consideration), such Party shall also pay to the Supplier (in
addition to and at the same time as paying such amount) an amount equal to the amount of such VAT. The Recipient will promptly pay to the Relevant
Party an amount equal to any credit or repayment from the relevant tax authority which it reasonably determines relates to the VAT chargeable on that
supply.
(c) Where a Finance Document requires any Party to reimburse a Finance Party for any costs or expenses, that Party shall also at the same time pay and
indemnify the Finance Party against all VAT incurred by the Finance Party in respect of the costs or expenses to the extent that the Finance Party
reasonably determines that neither it nor any other member of any group of which it is a member for VAT purposes is entitled to credit or repayment
from the relevant tax authority in respect of the VAT.
14. INCREASED COSTS
amount of any Increased Costs incurred by that Finance Party in respect of such Finance Party as a result of (i) the introduction of or any change in (or in
the interpretation, administration or application of) any law or regulation or (ii) compliance with any law or regulation made after the date of this
Agreement.
which is incurred or suffered by a Finance Party, to the extent that it is attributable to that Finance Party having entered into its Commitment or funding
or performing its obligations under any Finance Document.
(a) A Finance Party intending to make a claim pursuant to Clause 14.1 (Increased costs) shall notify the Facility Agent of the event giving rise to the claim,
following which the Facility Agent shall promptly notify the Borrower.
(b) Each Finance Party shall, as soon as practicable after a demand by the Facility Agent, provide a certificate confirming the amount of Increased Costs.
31
14.3 Exceptions
(ii) compensated for by Clause 13.3 (Tax indemnity) (or would have been compensated for under Clause 13.3 (Tax indemnity) but was not so
compensated solely because any of the exclusions in paragraph (b) of Clause 13.3 (Tax indemnity) applied); or
(b) In this Clause 14.3, a reference to a “Tax Deduction” has the same meaning given to the term in Clause 13.1 (Definitions),
convert that Sum from the First Currency into the Second Currency and (B) the rate or rates of exchange available to that person at the time of its receipt
of that Sum.
(b) The Borrower waives any right it may have in any jurisdiction to pay any amount under the Finance Documents in a currency or currency unit other than
that in which it is expressed to be payable.

The Borrower shall, within ten (10) Business Days of demand, indemnify each Finance Party against any cost, loss or liability incurred by that Finance
Party as a result of:
(b) a failure by the Borrower to pay any amount due under a Finance Document on its due date, or the receipt by any Lender of all or any part of the
Loan or an Unpaid Sum by way of voluntary or mandatory prepayment or otherwise than on the date originally scheduled or a date on which
repayment is to be made pursuant to Clause 6 (Repayment);
(c) funding, or making arrangements to fund, its participation in the Utilisations requested by the Borrower but not made by reason of the operation
of any one or more of the provisions of this Agreement (other than by reason of default or negligence by that Finance Party alone); or
32
(d) the Loan (or part of the Loan) not being prepaid in accordance with a notice of prepayment given by the Borrower.
Without prejudice to its generality, the foregoing indemnity shall extend to any costs to a Lender of any loss of margin and to any interest, fees or other
sum whatsoever paid or payable on account of any funds borrowed in order to carry any part of the Facility including the costs incurred by any Lender in
settling costs, as invoiced to it by the French Authorities as a result of the breakage as compared with the intended CIRR over the full term of this Facility
but shall not extend to (i) any claim which is of the type referred to in Clause 10 (Break Costs and Indemnification of Costs incurred in connection with
Prepayments) or (ii) any other indirect or consequential loss not directly attributable to the relevant event or circumstance described in paragraphs (a) to
(d) above.

The Borrower shall promptly indemnify the Facility Agent against any cost, loss or liability incurred by the Facility Agent (acting reasonably) as a result
of:
16.1 Mitigation
(a) Each Finance Party shall, in consultation with the Borrower, take all reasonable steps to mitigate any circumstances which arise and which would result
in any amount becoming payable under or pursuant to, or cancelled pursuant to, any of Clause 7.1 (Illegality), Clause 13 (Tax Gross Up and
Indemnities), Clause 14 (Increased Costs) including (but not limited to) transferring its rights and obligations under the Finance Documents to another
Affiliate or Facility Office.
(b) A Finance Party is not obliged to take any steps under Clause 16.1 (Mitigation) if, in the opinion of that Finance Party (acting reasonably), to do so might
be prejudicial to it.

The Borrower shall within ten (10) Business Days of receipt of demand pay the Facility Agent, the Security Agent and the Arranger the amount of all
costs and expenses reasonably incurred by any of them in engaging legal counsel (acting for the Arranger) in connection with the negotiation,
preparation, printing and execution of:
33

If (a) the Borrower requests an amendment, waiver or consent under any Finance Document or (b) an amendment is required pursuant to Clause 28.9
(Change of currency), the Borrower shall, within ten (10) Business Days of demand, reimburse the Facility Agent or the Security Agent, as appropriate,
for the amount of all costs and expenses (including legal fees) reasonably incurred by the Facility Agent and the Security Agent in responding to,
evaluating, negotiating or complying with that request or requirement.
17.3 Enforcement and other costs

The Borrower shall, within ten (10) Business Days of demand:
(a) pay to each of the Facility Agent and the Security Agent the amount of all costs and expenses (including legal fees) incurred by it in connection
with the administration, holding, enforcement of, or the preservation of any rights under, any Finance Document; and
(b) reimburse the Facility Agent in full for the fees and costs of any accountants and telecommunications consultants with which it consults pursuant
to Clause 21.4 (Disposal of non-Project Property).
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SECTION 7
18. REPRESENTATIONS
18.1 Status

The obligations expressed to be assumed by it in each Finance Document and the Contract are, subject to any general principles of law as at the date of
this Agreement limiting its obligations which are specifically referred to in any legal opinion delivered pursuant to Clause 4 (Conditions of Utilisation),
legal, valid, binding and enforceable obligations subject to the laws of bankruptcy and other laws affecting the rights of creditors generally,

The entry into and performance by it of, and the transactions contemplated by, the Finance Documents or the Contract do not and will not conflict with:

It has the power to enter into, perform and deliver, and has taken all necessary action to authorise its entry into, performance and delivery of, the Finance
Documents to which it is a party and the Contract and the transactions contemplated by those Finance Documents and the Contract.

(a) to enable it lawfully to enter into, exercise its rights and comply with its obligations in the Finance Documents to which it is a party and the
Contract;
(b) to make the Finance Documents and the Contract to which it is a party admissible in evidence in its jurisdiction of incorporation; and
(c) to import, own, operate and maintain the Satellite and to contract for the construction and launch of the Satellite,
35
(a) The choice of English law as the governing law of this Agreement, the Assignment of Insurance Proceeds, and any other agreements designated as such
by the Arranger and the Borrower and expressed to be governed by English law, and the choice of French law as the governing law of the Délégation,
will be recognised and enforced in its jurisdiction of incorporation.

Under the law of its jurisdiction of incorporation it is not necessary that the Finance Documents or the Contract be filed, recorded or enrolled with any
court or other authority in that jurisdiction or that any stamp, registration or similar tax be paid on or in relation to the Finance Documents or the Contract
or the transactions contemplated by the Finance Documents or the Contract other than (a) the reporting to and filing of, this Agreement by the Borrower
with each of Bank Indonesia, the Department of Finance and the Foreign Commercial Loan Team; and (b) the payment of stamp duty of Rp6,000 on this
Agreement.
18.8 No default
(b) No other event or circumstance is outstanding which constitutes a default under any other agreement or instrument which is binding on it or any of its
Subsidiaries or to which its (or any of its Subsidiaries’) assets are subject which might have a Material Adverse Effect.

Any factual information provided in writing by any member of the Group to the Lenders was true and accurate in all material respects as at the date it
was provided or as at the date (if any) at which it is stated and is not misleading in any material respect.
(a) Its Original Financial Statements were prepared in accordance with GAAP consistently applied unless expressly disclosed to the Facility Agent in writing
to the contrary before the date of this Agreement.
(b) Its Original Financial Statements fairly represent its financial condition and operations during the relevant financial year unless expressly disclosed to the
Facility Agent in writing to the contrary before the date of this Agreement.
(c) There has been no material adverse change in its business or financial condition since 31 December 2006 which could reasonably be expected materially
to affect the ability of the Borrower to observe or perform its payment obligations under this Agreement.

36
As far as the Borrower is aware, no litigation, arbitration or administrative proceedings of or before any court, arbitral body or agency which, if adversely
determined, might reasonably be expected to have a Material Adverse Effect have been started or threatened against it or any of its Subsidiaries.

Each member of the Group has performed and observed in all material respects all Environmental Law, Environmental Permits and all other material
covenants, conditions, restrictions or agreements directly or indirectly concerned with any contamination, pollution or waste or the release or discharge
of any toxic or hazardous substance in connection with any real property in the Republic of Indonesia which is or was at any time owned, leased or
occupied by any member of the Group or on which any member of the Group has conducted any activity where failure to do so might reasonably be
expected to have a Material Adverse Effect.

As far as the Borrower is aware, no Environmental Claim has been commenced is threatened against any member of the Group where that claim would
be reasonably likely, if determined against that member of the Group to have a Material Adverse Effect.
18.15 Taxation
18.16 No Immunity

Its execution of the Finance Documents constitutes, and its exercise of its rights and performance of its obligations hereunder will constitute, private and
commercial acts done and performed for private and commercial purposes.
18.18 Confirmation
Neither it nor any member of the Group has promised, offered or given a bribe to a domestic or foreign official and no such person nor anyone acting on
its behalf has engaged in or will engage in any such corrupt activity in connection with the export transaction contemplated by the Contract.
18.19 Security
The Délégation and, if applicable, the provisions of the Assignment of Insurance Proceeds are, and when entered into, will be, effective to create, in
favour of the Security Agent, legal, valid and enforceable liens and a first priority security interest on or in all of the collateral intended to be covered
thereby, enforceable against the Borrower in accordance with their terms, subject to
37
any general principles of law as at the date of the Agreement limiting its obligations which are specifically referred to in any legal opinion delivered
pursuant to Clause 4 (Conditions of Utilisation).
18.20 Ground Stations etc

All ground stations for the Satellite and other utility services, facilities and other equipment and materials necessary for construction, importation, launch
and operation of the Satellite are available to the Project or will be available to the Project when required.
execution, delivery and performance of any of the Finance Documents that the Finance Parties should be licensed, qualified or otherwise entitled to carry
on business in Indonesia.
(b) The Finance Parties are not deemed to be domiciled or carrying on business in Indonesia by reason only of the execution, performance or enforcement of
any of the Finance Documents.
18.22 Authorised signatures

Any person specified as its authorised signatory under Schedule 2 (Conditions Precedent) or 19.4 (Information: miscellaneous) is authorised to sign any
certificates and other notices on its behalf.
18.23 Repetition
The representations in this Clause 18 are deemed to be made by the Borrower (by reference to the facts and circumstances then existing) on the date of
each Utilisation. The Repeating Representations are deemed to be made by the Borrower (by reference to the facts and circumstances then existing) on
the first day of each Interest Period.

Documents or any Commitment is in force.
(i) as soon as the same become available, but in any event within 180 days after the end of the Borrower’s relevant financial year, publish on its
website the Borrower’s audited consolidated financial statements in English for each financial year of the Borrower;
(ii) as soon as the same become available, but in any event within 60 days after the end of each of the first three quarters of each of its financial
years, publish on its website the Borrower’s unaudited consolidated financial statements in English for that period.
(b) If a Lender determines that publication of the financial statements listed at paragraphs (a)(i) and (ii) above on the Borrower’s website is not sufficient to
satisfy any law or regulation applicable to that Lender, the Borrower shall, following a request by that Lender, promptly supply a copy of its financial
statements.
38
(a) The Borrower shall supply to the Facility Agent as soon as the Borrower’s audited consolidated financial statements become available, but in any event
within 180 days after the end of the Borrower’s relevant financial year, a Compliance Certificate setting out (in reasonable detail) computations as to
compliance with Clause 20 (Financial Covenants) as at the date as at which those financial statements were drawn up.

The Borrower shall procure that each set of financial statements published (or delivered if applicable) pursuant to Clause 19.1 (Financial statements) is
prepared using GAAP.

dispatched;
(b) promptly upon becoming aware of them, the details of any litigation, arbitration or administrative proceedings which are current, threatened or
pending against any member of the Group, and which might, if adversely determined, have a Material Adverse Effect;
(c) promptly, such further information regarding the financial condition, business and operations of any member of the Group as any Finance Party
(through the Facility Agent) may reasonably request; and
(d) promptly, such notices of (i) any suspension of construction under the Contract, (ii) any event constituting force majeure under the Contract,
(iii) any notice of claims under the Launch Insurance and In-Orbit Insurance, (iv) any damage or loss to the Project (whether insured or not) in
excess of US$1,000,000 for each event or US$5,000,000 in aggregate for a given year or (v) any Total Loss, Constructive Total Loss or Partial
Loss; and
(e) promptly, notice of any change in authorised signatories signed by a director or company secretary accompanied by specimen signatures of any
new authorised signatories.
occurrence.
(b) Promptly upon a request by the Facility Agent, the Borrower shall supply to the Facility Agent a certificate signed by an Officer, on its behalf certifying
that no Default is continuing (or if a Default is continuing, specifying the Default and the steps, if any, being taken to remedy it).
39

In this Clause 20:

(b) the ratio of the aggregate Debt of the Group at the end of a Relevant Period to EBITDA of the Group in respect of such Relevant Period shall
not at any time exceed 3.5:1;
(c) the ratio of EBITDA of the Group for any Relevant Period to aggregate Interest Expense of the Group for that Relevant Period shall at all times be
at least 2.5:1; and


Documents or any Commitment is in force unless the Facility Agent (acting on the instructions of the Majority Lenders) shall otherwise agree in writing.
21.1 Authorisations

Documents and to ensure the legality, validity, enforceability or admissibility in evidence in its jurisdiction of incorporation of any Finance Document.
40
(b) The Borrower shall not (and the Borrower shall ensure that no member of the Group will), promise, offer or give a bribe to a domestic or foreign official
and no such person nor anyone acting on its behalf has engaged in or will engage in any such corrupt activity in connection with the export transaction
contemplated by the Contract.

The Borrower shall not (and shall ensure that no Restricted Subsidiary will) enter into a single transaction or a series of transactions (whether related or
not and whether voluntary or involuntary) to sell, lease, transfer or otherwise dispose of any Project Property except as contemplated or permitted under
the Contract or the Finance Documents or any lease or licence of any transponders or transponder capacity.
In addition, if the Project Property is to be disposed of to a Subsidiary of the Borrower, the requisite prior written consent of the Majority Lenders shall
not be unreasonably withheld or (it being accepted that the Lenders will want to have concluded their consultations with COface) unreasonably delayed
so long as (i) all rights enjoyed in respect of the Project Property by the Finance Parties will continue to be enjoyed (so that the Subsidiary may need to
novate and become liable to relevant parts of Finance Documents, including the Délégation and, if applicable, the Assignment of Insurance Proceeds),
(ii) the Borrower continues otherwise to be bound by the terms of the Finance Documents, (iii) the Majority Lenders are satisfied with the identity of the
direct and indirect minority shareholders of the relevant Subsidiary and (iv) any necessary amending or supplementing documents and related legal
opinions are acceptable to the Facility Agent.
(a) In relation to any Property that is not a Project Property, the Borrower shall not (and the Borrower shall ensure that no Restricted Subsidiary will), enter
into a single transaction or a series of transactions (whether related or not) and whether voluntary or involuntary to sell, lease, transfer or otherwise
dispose of such Property.
(i) any sale, lease, transfer or other disposal made in the ordinary course of business of the disposing entity (including in connection with the leasing
or procurement of any capacity of satellite transponders);
(iii) any sale, lease, transfer or other disposal where the higher of the market value or consideration receivable (when aggregated with the higher of
the market value or consideration receivable for any other sale, lease, transfer or other disposal, other than any permitted under paragraphs (i) to
(ii) above) does not exceed US$20,000,000 (or its equivalent in another currency or currencies) in any financial year;
(iv) any single or series of transactions involving the disposal and lease back of Indosat Towers (or part(s) thereof) where the higher of aggregate
market value or aggregate consideration receivable does not exceed 10% of Indosat’s total assets;
41
(v) any single or series of transactions involving any further disposal and lease back of Indosat Towers (or part(s) thereof) where the Facility Agent
is satisfied in its discretion and after consulting with accountants or telecommunications consultants, as it deems appropriate, that the higher of
aggregate market value or aggregate consideration receivable, when aggregated with the higher of market value or consideration receivable under
(iv) above does not exceed 20% of Indosat’s total assets, that the consideration received or receivable is used to fund the Borrower’s business
activities and operations and not to fund any dividend or distribution to its shareholders, and provided that any such disposal and lease back: (i) is
entered into with a counterparty which is competent to own and operate Telecommunication Assets and will result in the Borrower or Group
continuing to have sufficient use of and access to the Indosat Towers to allow it to carry on its business until after the Final Maturity Date,
(ii) will not have any adverse commercial impact to the business and financial standing of the Borrower, and (iii) will be in compliance with the
prevailing rules and regulations for telecommunications and related businesses in Indonesia; or
(vi) any single or series of transactions involving any additional disposal and lease back of Indosat Towers (or part(s) thereof) with the prior written
consent of the Facility Agent acting on instructions of the Majority Lenders, such consent not to be unreasonably withheld or (it being accepted
that the Lenders will want to have concluded their consultations with COface) delayed, where the higher of aggregate market value or aggregate
consideration receivable, when aggregated with the higher of aggregate market value or aggregate consideration receivable under (iv) and
(v) above exceeds 20% of Indosat’s total assets, provided that, after consulting with accountants or telecommunications consultants, as it deems
appropriate, that the consideration received or receivable is used to fund the Borrower’s business activities and operations and not to fund any
dividend or distribution to its shareholders, and provided further that any such disposal and lease back: (i) is entered into with a counterparty
which is competent to own and operate Telecommunication Assets and will result in the Borrower or Group continuing to have sufficient use of
and access to the Indosat Towers to allow it to carry on its business until after the Final Maturity Date, (ii) will not have any adverse commercial
impact to the business and financial standing of the Borrower, and (iii) will be in compliance with the prevailing rules and regulations for
telecommunications and related businesses in Indonesia.

Borrower.
21.6 Insurance
(a) The Borrower shall maintain insurances on and in relation to its business and assets with reputable underwriters or insurance companies against those
risks and to the extent as is usual for companies carrying on the same of substantially similar business in Indonesia, including third party liability
insurance and (after the successful completion of the Satellite In-Orbit Acceptance Review) Launch Insurance and In-Orbit Insurance.
42
(b) The Borrower shall procure that the Supplier puts in place and maintains (prior to the successful completion of the Satellite In-Orbit Acceptance Review)
the Launch Insurance and In-Orbit Insurance in an aggregate amount not less than the Total Commitments and the full amount of the Sinosure Facility.
(c) To the extent that the cost of the Launch Insurance and In-Orbit Insurance exceeds US$23,700,000 the Borrower shall meet such excess cost on a timely
and as required basis.
21.7 Taxation
The Borrower shall (and it shall ensure that each member of the Group will) duly pay and discharge all Taxes imposed upon it or its assets (save to the
extent that (i) payment is being contested in good faith, (ii) adequate reserves are being maintained for those Taxes and (iii) payment can be lawfully
withheld).
21.8 Liens
(a) any Lien upon or with respect to any Project Property or assign any right to receive income from any Project Property, other than pursuant to the
Finance Documents; and
(b) any Lien upon or with respect to any Property that is not Project Property, whether owned at the date of this Agreement or thereafter acquired, or
any interest therein or any income or profits therefrom, provided that the provisions of this paragraph (b) shall not prevent the creation,
incurrence, assumption or existence of any Permitted Liens.

The Borrower shall not, and shall not permit any Restricted Subsidiary to, merge, consolidate or amalgamate with or into any other person (other than a
merger of a Wholly-Owned Subsidiary into the Borrower), or sell, transfer, assign, lease, convey or otherwise dispose of all or substantially all its
Property in any one transaction or series of transactions unless:
(a) the Borrower shall be the surviving person (the “Surviving person”) or, in the case of a merger, consolidation or amalgamation of a Restricted
Subsidiary, the Surviving person (if other than the Borrower) formed by such merger, consolidation or amalgamation or to which such sale,
transfer, assignment, lease, conveyance or disposition is made shall be a corporation organized and existing under the laws of the Republic of
Indonesia;
(c) immediately before and after giving effect to such transaction or series of transactions on a pro forma basis (and treating, for purposes of this
sub-Clause (c), any Debt that becomes, or is anticipated to become, an obligation of the Surviving person or any Restricted Subsidiary as a result
of such transaction or series of transactions as having been Incurred by the Surviving person or such Restricted Subsidiary at the time of such
transaction or series of transactions), no Default or Event of Default shall have occurred and be continuing.
43
The Borrower shall at its own cost comply with the following filing and notification requirements and provide evidence of the same to the Facility Agent
on request by the Facility Agent from time to time:
(a) an initial report (accompanied by a copy of this Agreement) to Bank Indonesia, the Ministry of Finance and the Team for the Coordination of the
Management of Offshore Commercial Loans (the PKLN Team) within ten (10) days of the date of this Agreement;
(b) a monthly report of its payment obligations (and any other related information) under this Agreement to Bank Indonesia (in accordance with the
provisions and procedures of Bank Indonesia Regulation No. 2/22/PBI/2000 dated 2 October 2000 (as may be further amended), for so long as
such regulation remains in effect, on the Obligation to Report Offshore Loans and its implementing regulations prevailing from time to time);
(d) if required by Bank Indonesia Regulation No. 4/2/PBI/2002 dated 28 March 2002 as amended by Bank Indonesia Regulation No. S/V PBI72003
dated 31 January 2003 (as may be further amended) and its implementing regulations prevailing from time to time, an appropriate periodical
foreign exchange flow activities report in connection with this Agreement, if failure to do so would materially impair:
21.11 Project
The Borrower shall maintain and preserve the Project and all of its other related assets necessary or useful in the proper conduct of the Project in good
working order and in such condition that the Project will have the capacity and functional ability to perform, on a continuing basis (ordinary wear and
tear excepted), in normal commercial operation. The Borrower shall cause the Project to be operated, serviced and maintained in all material respects in
accordance and compliance with prudent operating practices reasonably satisfactory to the Facility Agent, the terms and conditions of all insurance
policies maintained with respect to the Project and the launch and orbit of the Satellite at any time, all requirements of law and all Authorisations
applicable to the operation of the Project and the launch and orbit of the Satellite, and the terms of the Contract.
44
21.12 Contract
(a) The Borrower shall perform and observe in all material respects all of its covenants and agreements contained in the Contract, shall use reasonable
endeavours to prevent the termination of the Contract in accordance with the terms thereof, and shall take any and all action as may be reasonably
necessary promptly to enforce its material rights and to collect any and all material sums due to it under the Contract.
(b) The Borrower shall further undertake to not consent to any modification to the Contract without the prior written consent of the Majority Lenders and
COface concerning the parties to the Contract, the payment terms and price, the purpose, the delivery schedule, and such other terms which may affect
the financing under French export credit on maintenance of COFACE Cover.
(a) Following the first day that (a) the Borrower has Investment Grade Ratings from both Rating Agencies and (b) no Default has occurred and is continuing,
the Borrower may request the Facility Agent to agree on behalf of the Majority Lenders (with the consent of COface) that the Borrower and the
Restricted Subsidiaries will:
(i) Only be subject to the terms of Clause 21.4 (Disposal of non-Project Property) with the reference to “US$20,000,000” being replaced by a
reference to “5% of Equity”; and
(b) In the event that the Facility Agent notifies the Borrower that the Majority Lenders agree to that request (that notification date being the “Suspension
Date”), the Borrower and the Restricted Subsidiaries will only be subject to Clause 21.4 (Disposal of non-Project Property) in its amended form and will
not be subject to Clause 21.5 (Change of Business) from the Suspension Date to any subsequent date (the “Reversion Date”), when one or both of the
Rating Agencies withdraws its ratings or downgrades the ratings assigned to the Borrower below the required Investment Grade Ratings or a Default
occurs and is continuing, at which time the Borrower and the Restricted Subsidiaries will again be subject to the original form of Clause 21.4 (Disposal
of non-Project Property) and to Clause 21.5 (Change of Business). The period of time between the Suspension Date and the Reversion Date is referred to
in this Clause 21.13 as the “Suspension Period”. Notwithstanding the reinstatement, no Default will be deemed to have occurred as a result of a failure
to comply with Clause 21.4 (Disposal of non-Project Property) in its original form, and with Clause 21.5 (Change of Business) during the Suspension
Period.

22.1 Non-payment
45

(a) The Borrower does not comply with any provision of the Finance Documents (other than those referred to in Clause 19.5 (Notification of default)
insofar as it relates to notification of a Default which is not yet an Event of Default, Clause 22.1 (Non-payment) and Clause 22.2 (Financial
covenants)).
Any representation or statement made or deemed to be made by the Borrower in the Finance Documents or any other document delivered by or on behalf
of the Borrower under or in connection with any Finance Document is or proves to have been incorrect or misleading in any material respect when made
or deemed to be made (a “misrepresentation”), unless the circumstances giving rise to the misrepresentation are capable of remedy and are remedied
within 30 days of written notice from the Facility Agent to the Borrower.
22.5 Cross default
(b) Any Debt of any member of the Group is declared to be or otherwise becomes due and payable prior to its specified maturity as a result of an event of
default (however described).
(d) No Event of Default will occur under this Clause 22.5 if the aggregate amount of Debt or commitment for Debt falling within paragraphs (a) to (d) above
is less than US$20,000,000 (or its equivalent in any other currency or currencies).
22.6 Insolvency
actual or anticipated financial difficulties, commences negotiations with one or more of its creditors with a view to rescheduling any of its indebtedness.
46

(a) the suspension of payments, a moratorium of any indebtedness, winding-up, dissolution, administration or reorganisation (by way of voluntary
arrangement, scheme of arrangement or otherwise) of any member of the Group other than a solvent liquidation or reorganisation of any member
of the Group which is not the Borrower;
(c) the appointment of a liquidator (other than in respect of a solvent liquidation of a member of the Group which is not the Borrower), receiver,
administrative receiver, administrator, compulsory or interim manager or other similar officer in respect of any member of the Group or any of
its assets; or

Any expropriation, attachment, sequestration, distress or execution affects any asset or assets of a member of the Group having an aggregate value of
US$20,000,000 and is not discharged or stayed within 30 days.
22.9 Unlawfulness
22.10 Repudiation

Any of:

47
22.13 Contract
At any time prior to (i) the date of successful completion of the In-Orbit Acceptance Review for the first Satellite or, if that does not occur, then (ii) the
date when the Borrower executes the Assignment of Insurance Proceeds, the Contract is terminated or suspended or the Borrower or the Supplier
repudiates the Contract, or the Borrower or Supplier defaults in the observance or performance of any of the material covenants or agreements contained
in the Contract.
22.14 Project
(a) In the reasonable opinion of the Lenders, the Borrower shall have abandoned the continuing operation of the Project.
(b) A material part of the Project shall be destroyed or there occurs a Total Loss or Constructive Total Loss and, as a result thereof:
(i) the Satellite (other than in the circumstances giving rise to the Supplier’s obligation under the Contract to deliver a Replacement
Satellite); or
(ii) Replacement Satellite delivered pursuant to the Contract (other than in the circumstances giving rise to the Supplier’s obligation under
the Contract to reimburse the Borrower in full for the cost of such Replacement Satellite),
shall be unable to be launched or operate for a period in excess of three (3) Months.
22.15 Assignment of Insurance Proceeds

The Borrower fails to enter into the Assignment of Insurance Proceeds and (if applicable) within 60 days of the Satellite suffering a Total Loss or
Constructive Total Loss except in circumstances where the Contract is cancelled, repudiated or terminated prior to the expiry of those 60 days.
22.16 Acceleration
(b) declare that all or part of the Loan, together with accrued interest, and all other amounts accrued or outstanding under the Finance Documents be
immediately due and payable, whereupon they shall become immediately due and payable;
(c) declare that all or part of the Loan be payable on demand, whereupon they shall immediately become payable on demand by the Facility Agent
on the instructions of the Majority Lenders; and/or
(d) instruct the Security Agent to enforce the rights of the Finance Parties under the Délégation and/or the Assignment of Insurance Proceeds.
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SECTION 8
CHANGES TO PARTIES

(b) transfer by novation any of its rights and obligations, to another bank or financial institution (the “New Lender”),
subject to the prior approval of the relevant French Authorities and provided that:
(i) the New Lender’s participation is at all times booked with its Facility Office located in France (which shall be deemed satisfied upon the
Borrower being provided with a copy of the New Lender’s domicile in France); and
(ii) the assignment or transfer neither result in there being more than 5 Lenders (including HSBC France) nor in HSBC France being unable alone to
constitute “Majority Lenders”.
(a) The written consent of the Borrower (which shall not be unreasonably withheld or delayed) is required for an assignment or transfer by an
Existing Lender, unless a Default is continuing.
(i) receipt by the Facility Agent of written confirmation from the New Lender (in form and substance satisfactory to the Facility Agent)
that the New Lender will assume the same obligations to the other Finance Parties as it would have been under if it was an Original
Lender; and
(ii) performance by the Facility Agent of all necessary “know your customer” or other similar checks under all applicable laws and
regulations in relation to such assignment to a New Lender, the completion of which the Facility Agent shall promptly notify to the
Existing Lender and the New Lender.
(d) If:
(i) a Lender assigns or transfers any of its rights or obligations under the Finance Documents or changes its Facility Office; and
(ii) the Borrower would be obliged to make a payment to the New Lender or Lender acting through its new Facility Office under
Clause 13 (Tax Gross Up and Indemnities) or Clause 14 (Increased Costs),
then the New Lender or Lender acting through its new Facility Office is only entitled to receive payment under those Clauses to the same extent
as the Existing Lender or Lender acting through its previous Facility Office would have been if the assignment, transfer or change had not
occurred.
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The New Lender shall, on the date upon which an assignment or transfer takes effect, pay to the Facility Agent (for its own account) a fee of US$2,500.
(iii) below, that:
(i) it has made (and shall continue to make) its own independent investigation and assessment of the financial condition and affairs of the Borrower
and its related entities in connection with its participation in this Agreement and has not relied exclusively on any information provided to it by
the Existing Lender in connection with any Finance Document;
(ii) it will continue to make its own independent appraisal of the creditworthiness of the Borrower and its related entities whilst any amount is or
may be outstanding under the Finance Documents or any Commitment is in force; and
(ii) support any losses directly or indirectly incurred by the New Lender by reason of the non-performance by the Borrower of its obligations under
the Finance Documents or otherwise.
(a) Subject to the conditions set out in Clause 23.2 (Conditions of assignment or transfer) a transfer is effected in accordance with paragraph (c) below when
the Facility Agent executes an otherwise duly completed Transfer Certificate delivered to it by the Existing Lender and the New Lender. The Facility
Agent shall, subject to paragraph (b) below, as soon as reasonably
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practicable after receipt by it of a duly completed Transfer Certificate appearing on its face to comply with the terms of this Agreement and delivered in
accordance with the terms of this Agreement, execute that Transfer Certificate.
(b) The Facility Agent shall only be obliged to execute a Transfer Certificate delivered to it by the Existing Lender and the New Lender once it is satisfied it
has complied with all necessary “know your customer” or other similar checks under all applicable laws and regulations in relation to the transfer to
such New Lender.
(ii) the Borrower and the New Lender shall assume obligations towards one another and/or acquire rights against one another which differ from the
Discharged Rights and Obligations only insofar as the Borrower and the New Lender have assumed and/or acquired the same in place of the
Borrower and the Existing Lender;
(iii) the Facility Agent, the Arranger, the Security Agent, the New Lender and other Lenders shall acquire the same rights and assume the same
obligations between themselves as they would have acquired and assumed had the New Lender been an Original Lender with the rights and/or
obligations acquired or assumed by it as a result of the transfer and to that extent the Facility Agent, the Arranger, the Security Agent, and the
Existing Lender shall each be released from further obligations to each other under the Finance Documents; and

Certificate.

Subject to the proviso below, as a condition to Lender being furnished with information by the Borrower pursuant to this Agreement, it agrees to treat
any information (whether prepared by the Borrower, its advisers or otherwise) which is furnished to it by or on behalf of the Borrower (the
“Confidential Information”) in accordance with the provisions of this Clause 23.7 and take or abstain from taking certain other actions set forth in this
Clause 23.7. The Confidential Information does not include information which (i) is already in the Lender’s possession, provided that such information is
not known to the Lender to be subject to another confidentiality agreement with or other obligation of secrecy to the Borrower or to another party, or
(ii) is or becomes generally available to the public other than as a result of a disclosure by the Lender or any of the Lender’s directors, officers,
employees, affiliates, agents or advisers (collectively, its “Representatives”), or (iii) becomes available to the Lender
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on a non-confidential basis from a source other than the Borrower or its directors, officers, employees, agents or advisers, which source, to the best of the
Lender’s knowledge after due inquiry, is not known by the Lender to be bound by a confidentiality agreement with or other obligation of secrecy to the
Borrower or another party. Subject to the proviso below, the Lender agrees that the Confidential Information will be used solely for the purpose of the
Finance Documents and that such information will be kept strictly confidential by the Lender and its Representatives, provided, however, that (i) any of
such information may be disclosed to its Representatives who need to know such information for the purpose of the Finance Documents (it being
understood that such directors, officers, employees, agents and advisers shall be informed by the Lender of the confidential nature of such information
and shall be instructed by the Lender to treat such information confidentially and that the Lender will be responsible if they should fail to comply with
such instruction), (ii) any disclosure of such information may be made with the prior written consent of the Borrower, and (iii) any disclosure of such
information may be made pursuant to a subpoena or order issued by a court of competent jurisdiction. In the event that the Lender receives a request or is
required to disclose any such information under such subpoena or order, it agrees (subject to compliance with applicable law or regulation) to
(a) promptly notify the Borrower of such request or requirement, (b) consult with the Borrower on the advisability of taking steps to resist or narrow such
a request, and (c) if disclosure is required or deemed advisable, cooperate with the Borrower in any attempt that it may make to obtain an order or other
reliable assurance that confidential treatment will be accorded to designated portions of such information,
provided that any Lender and COface may disclose to any ministry or governmental department in France (in accordance with its usual practice) and,
subject to the written consent of the Borrower in the case of (a) and (b) below, any other person:
(a) to (or through) whom that Lender assigns or transfers (or may potentially assign or transfer) all or any of its rights and obligations under this
Agreement;
(b) with (or through) whom that Lender enters into (or may potentially enter into) any sub-participation in relation to, or any other transaction under
which payments are to be made by reference to, this Agreement or the Borrower;
(e) for whose benefit that the Lender charges, assigns or otherwise creates Security (or may do so) pursuant to Clause 23.8 (Security over Lenders’
rights)

Borrower, at any time charge, assign or otherwise create Security in or over (whether by way of collateral or otherwise) all or any of its rights under any
Finance Document to secure obligations of that Lender including:
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(b) in the case of any Lender which is a fund, any charge, assignment or other Security granted to any holders (or trustee or representatives of holders) of
obligations owed, or securities issued, by that Lender as Security for those obligations or securities,
(c) release a Lender from any of its obligations under the Finance Document or substitute the beneficiary of the relevant charge, assignment or Security for
the Lender as a party to any of the Finance Documents; or


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SECTION 9
THE FINANCE PARTIES
25. ROLE OF THE FACILITY AGENT, SECURITY AGENT AND THE ARRANGER
25.1 Appointment of the Facility Agent and the Security Agent
(b) Each other Finance Party appoints the Security Agent to act as security agent under and in connection with the Finance Documents.
(c) Each other Finance Party authorises the Facility Agent and the Security Agent to exercise the rights, powers, authorities and discretions specifically
given to it under or in connection with the Finance Documents together with any other incidental rights, powers, authorities and discretions subject to the
COface Cover.
25.2 Duties of the Facility Agent and the Security Agent
(a) The Facility Agent shall promptly forward to a Party the original or a copy of any document which is delivered to the Facility Agent for that Party by any
other Party.
(e) The Facility Agent shall promptly send to the Security Agent such certification as the Security Agent may require pursuant to paragraph 6 ( Basis of
distribution) of Schedule 6 (Security Agency Provisions).
(f) The duties of the Facility Agent and Security Agent under the Finance Documents are solely mechanical and administrative in nature.

Except as specifically provided in the Finance Documents, the Arranger has no obligations of any kind to any other Party under or in connection with any
Finance Document.
25.4 Role of the Security Agent

The Security Agent shall not be an agent of (except as expressly provided in any Finance Document) any Finance Party under or in connection with any
Finance Document.
(a) Nothing in this Agreement constitutes the Facility Agent, the Security Agent or the Arranger as a trustee or fiduciary of any other person.
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(b) Neither the Facility Agent, the Security Agent nor the Arranger shall be bound to account to any Lender for any sum or the profit element of any sum
received by it for its own account.

The Facility Agent, the Security Agent and the Arranger may accept deposits from, lend money to and generally engage in any kind of banking or other
business with any member of the Group.
25.7 Rights and discretions of the Facility Agent and the Security Agent
(a) The Facility Agent and the Security Agent may rely on:
(b) The Facility Agent and the Security Agent may assume, unless it has received notice to the contrary in its capacity as Facility Agent for the Lenders or,
as the case may be, as Security Agent for the Finance Parties that:
(c) Each of the Facility Agent and the Security Agent may engage, pay for and rely on the advice or services of any lawyers, accountants, surveyors or other
experts.
(d) Each of the Facility Agent and the Security Agent may act in relation to the Finance Documents through its personnel and agents.
(f) Notwithstanding any other provision of any Finance Document to the contrary, neither the Facility Agent, the Security Agent nor the Arranger is obliged
to do or omit to do anything if it would or might in its reasonable opinion constitute a breach of any law or regulation or a breach of a fiduciary duty or
duty of confidentiality.
(a) Unless a contrary indication appears in a Finance Document, each of the Facility Agent and the Security Agent shall (i) exercise any right, power,
authority or discretion vested in it as Facility Agent or Security Agent in accordance with any instructions given to it by the Majority Lenders (or, if so
instructed by the Majority Lenders, refrain from exercising any right, power, authority or discretion vested in it as Facility Agent or as the Security Agent
for the Finance Parties) and (ii) not be liable for any act (or omission) if it acts (or refrains from taking any action) in accordance with an instruction of
the Majority Lenders, provided always that any such instructions shall be consistent with those, if applicable, provided by COface to the Facility Agent
under the COFACE Cover.
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(b) Unless a contrary indication appears in a Finance Document, any instructions given by the Majority Lenders will be binding on all the Finance Parties.
(c) Each of the Facility Agent and the Security Agent may refrain from acting in accordance with the instructions of the Majority Lenders (or, if appropriate,
the Lenders) until it has received such security as it may require for any cost, loss or liability (together with any associated VAT) which it may incur in
complying with the instructions.
(d) In the absence of instructions from the Majority Lenders, (or, if appropriate, the Lenders) each of the Facility Agent and the Security Agent may act (or
refrain from taking action) as it considers to be in the best interest of the Lenders.
(e) Neither the Facility Agent nor the Security Agent is authorised to act on behalf of a Lender (without first obtaining that Lender’s consent) in any legal or
arbitration proceedings relating to any Finance Document.
(f) Each Lender agrees (for the benefit of the other Lenders) to take such action (as advised by the Facility Agent) as may be necessary or advisable at any
time to comply with its obligations under or the conditions of the COface Cover or to enable the Facility Agent to comply with its obligations under or
the conditions of the COFACE Cover.
(g) Each Lender agrees (for the benefit of the other Lenders) to comply with its obligations under the COface Cover and to take such action as may be
necessary to enable the Facility Agent to comply with its obligations under the COFACE Cover.
(h) Each Lender irrevocably authorises the Facility Agent to take such action and exercise such rights, powers and discretions, notwithstanding the other
provisions of this Agreement, as it may deem necessary for the purpose of preserving the Lenders’ rights under the COface Cover.

Neither the Facility Agent, the Security Agent nor the Arranger:
(a) is responsible for the adequacy, accuracy and/or completeness of any information (whether oral or written) supplied by the Facility Agent, the
Security Agent, the Arranger, the Borrower or any other person given in or in connection with any Finance Document; or
(b) is responsible for the legality, validity, effectiveness, adequacy or enforceability of any Finance Document or any other agreement, arrangement
or document entered into, made or executed in anticipation of or in connection with any Finance Document.
(a) Without limiting paragraph (b) below, the Facility Agent will not be liable for any action taken by it under or in connection with any Finance Document,
unless directly caused by its gross negligence or wilful misconduct.
(b) No Party (other than the Facility Agent or the Security Agent) may take any proceedings against any officer, employee or agent of the Facility Agent or
the Security Agent in respect of any claim it might have against the Facility Agent or the Security Agent or in respect of any act or omission of any kind
by that officer, employee or agent in relation to any Finance Document and any officer, employee or agent of the Facility Agent or the Security Agent
may rely on this Clause subject to Clause 1.3 (Third party rights) and the provisions of the Contracts (Rights of Third Parties) Act 1999.
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(c) Neither the Facility Agent nor the Security Agent will be liable for any delay (or any related consequences) in crediting an account with an amount
required under the Finance Documents to be paid by it if it has taken all necessary steps as soon as reasonably practicable to comply with the regulations
or operating procedures of any recognised clearing or settlement system used by it for that purpose.
(d) Nothing in this Agreement shall oblige the Facility Agent, the Security Agent or the Arranger to carry out any “ know your customer” or other checks in
relation to any person on behalf of any Lender and each Lender confirms to the Facility Agent, the Security Agent and the Arranger that it is solely
responsible for any such checks it is required to carry out and that it may not rely on any statement in relation to such checks made by the Facility Agent,
the Security Agent or the Arranger.
25.11 Lenders’ indemnity to the Facility Agent and the Security Agent
Each Lender shall (in proportion to its share of the Total Commitments or, if the Total Commitments are then zero, to its share of the Total Commitments
immediately prior to their reduction to zero) indemnify the Facility Agent and the Security Agent, within three (3) Business Days of demand, against any
cost, loss or liability incurred by the Facility Agent or the Security Agent (otherwise than by reason of the gross negligence or wilful misconduct of the
Facility Agent or the Security Agent) in acting as Facility Agent or Security Agent under the Finance Documents (unless the Facility Agent or Security
Agent has been reimbursed by the Borrower pursuant to a Finance Document).
25.12 Resignation of the Facility Agent or Security Agent

Subject to the proviso set out at the end of this Clause 25.12:
(a) the Facility Agent or Security Agent may resign and appoint one of its Affiliates as successor by giving notice to the other Finance Parties and the
Borrower;
(b) alternatively the Facility Agent or Security Agent may resign by giving notice to the other Finance Parties and the Borrower, in which case the Majority
Lenders (after consultation with the Borrower) may appoint a successor Facility Agent or Security Agent;
(c) if the Majority Lenders have not appointed a successor Facility Agent or Security Agent in accordance with paragraph (b) above within 30 days after
notice of resignation was given, the Facility Agent or Security Agent (after consultation with the Borrower) may appoint a successor Facility Agent or, as
the case may be, Security Agent;
(d) the retiring Facility Agent or Security Agent shall, at its own cost, make available to its successor Facility Agent or Security Agent such documents and
records and provide such assistance as its successor Facility Agent or Security Agent may reasonably request for the purposes of performing its functions
as Facility Agent or Security Agent under the Finance Documents; and
(e) the Facility Agent’s or the Security Agent’s resignation notice shall only take effect upon the appointment of a successor,
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provided that any successor Facility Agent or successor Security Agent shall also act as facility agent and security agent under the Sinosure Facility.
(f) Upon the appointment of a successor, the retiring Facility Agent or Security Agent shall be discharged from any further obligation in respect of the
Finance Documents but shall remain entitled to the benefit of this Clause 25. Its successor and each of the other Parties shall have the same rights and
obligations amongst themselves as they would have had if such successor had been an original Party.
(g) After consultation with the Borrower, the Majority Lenders may, by notice to the Facility Agent or, as the case may be, the Security Agent, require it to
resign in accordance with paragraph (b) above. In this event, the Facility Agent or the Security Agent shall resign in accordance with paragraph
(b) above.
(a) The Facility Agent (in acting as Facility Agent for the Finance Parties) and the Security Agent (in acting as Security Agent for the Finance Parties) shall
be regarded as acting through its respective agency or security agency division which in each case shall be treated as a separate entity from any other of
its divisions or departments.
(b) If information is received by another division or department of the Facility Agent or, as the case may be, the Security Agent, it may be treated as
confidential to that division or department and the Facility Agent or, as the case may be, the Security Agent, shall not be deemed to have notice of it.


Lender confirms to the Facility Agent, the Security Agent and the Arranger that it has been, and will continue to be, solely responsible for making its
own independent appraisal and investigation of all risks arising under or in connection with any Finance Document including but not limited to:
(b) the legality, validity, effectiveness, adequacy or enforceability of any Finance Document and any other agreement, Security, arrangement or
document entered into, made or executed in anticipation of, under or in connection with any Finance Document;
connection with any Finance Document, the transactions contemplated by the Finance Documents or any other agreement, Security, arrangement
or document entered into, made or executed in anticipation of, under or in connection with any Finance Document; and
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(d) the adequacy, accuracy and/or completeness of any information provided by the Facility Agent, the Security Agent, any Party or by any other
person under or in connection with any Finance Document, the transactions contemplated by the Finance Documents or any other agreement,
Security, arrangement or document entered into, made or executed in anticipation of, under or in connection with any Finance Document.
25.16 Facility Agent’s and Security Agent’s Management Time

Any amount payable to the Facility Agent or the Security Agent under Clause 15.3 (Indemnity to the Facility Agent), Clause 17 (Costs and Expenses) and
Clause 25.11 (Lenders’ indemnity to the Facility Agent and the Security Agent ) shall include the cost of utilising the Facility Agent’s or, as the case may
be, the Security Agent’s management time or other resources and will be calculated on the basis of such reasonable daily or hourly rates as the Facility
Agent or the Security Agent may notify to the Borrower and the Lenders.
25.17 Deduction from amounts payable by the Facility Agent or the Security Agent
If any Party owes an amount to the Facility Agent or the Security Agent under the Finance Documents the Facility Agent or the Security Agent may,
after giving notice to that Party, deduct an amount not exceeding that amount from any payment to that Party which the Facility Agent or the Security
Agent would otherwise be obliged to make under the Finance Documents and apply the amount deducted in or towards satisfaction of the amount owed.
For the purposes of the Finance Documents that Party shall be regarded as having received any amount so deducted.
25.18 Security Agency provisions

The provisions of Schedule 6 (Security Agency Provisions) shall bind each Party.

(b) oblige any Finance Party to investigate or claim any credit, relief, remission or repayment available to it or the extent, order and manner of any
claim; or

(b) the Facility Agent shall determine whether the receipt or recovery is in excess of the amount the Recovering Finance Party would have been paid
had the receipt or recovery been received or made by the Facility Agent and distributed in accordance with Clause 28 (Payment Mechanics),
without taking account of any Tax which would be imposed on the Facility Agent in relation to the receipt, recovery or distribution; and
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(c) the Recovering Finance Party shall, within three (3) Business Days of demand by the Facility Agent, pay to the Facility Agent an amount (the
“Sharing Payment”) equal to such receipt or recovery less any amount which the Facility Agent determines may be retained by the Recovering
Finance Party as its share of any payment to be made, in accordance with Clause 28.5 (Partial payments).

The Facility Agent shall treat the Sharing Payment as if it had been paid by the Borrower and distribute it between the Finance Parties (other than the
Recovering Finance Party) in accordance with Clause 28.5 (Partial payments).

On a distribution by the Facility Agent under Clause 27.2 (Redistribution of payments), the Recovering Finance Party will be subrogated to the rights of
the Finance Parties which have shared in the redistribution,

If any part of the Sharing Payment received or recovered by a Recovering Finance Party becomes repayable and is repaid by that Recovering Finance
Party, then:
(a) each Lender which has received a share of the relevant Sharing Payment pursuant to Clause 27.2 (Redistribution of payments) shall, upon request
of the Facility Agent, pay to the Facility Agent for account of that Recovering Finance Party an amount equal to the appropriate part of its share
of the Sharing Payment (together with an amount as is necessary to reimburse that Recovering Finance Party for its proportion of any interest on
the Sharing Payment which that Recovering Finance Party is required to pay); and
(b) that Recovering Finance Party’s rights of subrogation in respect of any reimbursement shall be cancelled and the Borrower will be liable to the
reimbursing Finance Party for the amount so reimbursed.
27.5 Exceptions
(a) This Clause 27 shall not apply to the extent that the Recovering Finance Party would not, after making any payment pursuant to this Clause, have a valid
and enforceable claim against the Borrower.
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SECTION 10
ADMINISTRATION
(a) On each date on which the Borrower or a Lender is required to make a payment under a Finance Document, the Borrower (subject to Clause 28.10
(Payments to the Security Agent)) or that Lender shall make the same available to the Facility Agent (unless a contrary indication appears in a Finance
Document) for value on the due date at the time and in such funds specified by the Facility Agent as being customary at the time for settlement of
transactions in the relevant currency in the place of payment.
(b) Payment shall be made to such account in the principal financial centre of the country of that currency with such bank as the Facility Agent specifies.

Each payment received by the Facility Agent under the Finance Documents for another Party shall, subject to Clause 28.3 (Distributions to the
Borrower), Clause 28.4 (Clawback), Clause 25.17 (Deduction from amounts payable by the Facility Agent or the Security Agent) and Clause 28.10
(Payments to the Security Agent) be made available by the Facility Agent as soon as practicable after receipt to the Party entitled to receive payment in
accordance with this Agreement (in the case of a Lender, for the account of its Facility Office), to such account as that Party may notify to the Facility
Agent by not less than five (5) Business Days’ notice with a bank in the principal financial centre of the country of that currency.

The Facility Agent and the Security Agent may (in accordance with Clause 29 ( Set-Off) or otherwise apply any amount received by it for the Borrower in
or towards payment (on the date and in the currency and funds of receipt) of any amount due from the Borrower under the Finance Documents or in or
towards purchase of any amount of any currency to be so applied.
28.4 Clawback
(a) Where a sum is to be paid to the Facility Agent or the Security Agent under the Finance Documents for another Party, the Facility Agent or, as the
case may be, the Security Agent, is not obliged to pay that sum to that other Party (or to enter into or perform any related exchange contract) until
it has been able to establish to its satisfaction that it has actually received that sum.
(b) If the Facility Agent or Security Agent pays an amount to another Party and it proves to be the case that it had not actually received that amount, then the
Party to whom that amount (or the proceeds of any related exchange contract) was paid shall on demand refund the same to the Facility Agent or, as the
case may be, the Security Agent together with interest on that amount from the date of payment to the date of receipt by the Facility Agent or, as the case
may be, the Security Agent, calculated by it to reflect its cost of funds.
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Documents, the Facility Agent shall apply that payment towards the obligations of the Borrower under the Finance Documents in the following order:
(i) first, in or towards payment pro rata of any unpaid fees, costs and expenses of the Facility Agent, the Security Agent and the Arranger under the
Finance Documents;

All payments to be made by the Borrower under the Finance Documents shall be calculated and be made without (and free and clear of any deduction
for) set-off or counterclaim.
28.7 Business Days
(b) During any extension of the due date for payment of any principal or Unpaid Sum under this Agreement interest is payable on the principal or Unpaid
Sum at the rate payable on the original due date.
(a) Subject to paragraphs (b) and (c) below dollars is the currency of account and payment for any sum from the Borrower under any Finance Document.
(a) Unless otherwise prohibited by law, if more than one currency or currency unit are at the same time recognised by the central bank of any country as the
lawful currency of that country, then:
(i) any reference in the Finance Documents to, and any obligations arising under the Finance Documents in, the currency of that country shall be
translated into, or paid in, the currency or currency unit of that country designated by the Facility Agent (after consultation with the Borrower);
and
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(ii) any translation from one currency or currency unit to another shall be at the official rate of exchange recognised by the central bank for the
conversion of that currency or currency unit into the other, rounded up or down by the Facility Agent (acting reasonably).
(b) If a change in any currency of a country occurs, this Agreement will, to the extent the Facility Agent (acting reasonably and after consultation with the
Borrower) specifies to be necessary, be amended to comply with any generally accepted conventions and market practice in the relevant interbank market
and otherwise to reflect the change in currency.
28.10 Payments to the Security Agent

Notwithstanding any other provision of any Finance Document, at any time after any Security created by or pursuant to the Assignment of Insurance
Proceeds becomes enforceable, the Security Agent may require:
(a) the Borrower to pay all sums due under any Finance Document; or
(b) the Facility Agent to pay all sums received or recovered from the Borrower under any Finance Document,
in each case as the Security Agent may direct for application in accordance with the terms of the Assignment of Insurance Proceeds.
29. SET-OFF
currency of either obligation. If the obligations are in different currencies, the Finance Party may convert either obligation at a market rate of exchange in
its usual course of business for the purpose of the set-off.

Any communication to be made under or in connection with the Finance Documents shall be made in writing and, unless otherwise stated, may be made
by fax or letter.
30.2 Addresses
The address, fax number and (if applicable) email address (and the department or officer, if any, for whose attention the communication is to be made) of
each Party for any communication or document to be made or delivered under or in connection with the Finance Documents is:
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(c) in the case of the Facility Agent and the Security Agent, that identified with its name below,
or any substitute address, fax number, email address or department or officer as the Party may notify to the Facility Agent (or the Facility Agent may
notify to the other Parties, if a change is made by the Facility Agent) by not less than five (5) Business Days’ notice.
30.3 Delivery
(a) Any communication or document made or delivered by one person to another under or in connection with the Finance Documents will only be effective:
(ii) if by way of letter, when it has been left at the relevant address or five (5) Business Days after being deposited in the post postage prepaid in an
envelope addressed to it at that address; or
(iii) if by way of email, if such email has complied with the rules under Clause 30.5 (Electronic communication),
and, if a particular department or officer is specified as part of its address details provided under Clause 30.2 (Addresses), if addressed to that department
or officer.
(b) Any communication or document to be made or delivered to the Facility Agent or the Security Agent will be effective only when actually received by it
and then only if it is expressly marked for the attention of the department or officer identified with its signature below (or any substitute department or
officer as it shall specify for this purpose).
30.4 Notification of address and fax number

Promptly upon receipt of notification of an address, fax number and email address or change of address, fax number or email address pursuant to Clause
30.2 (Addresses) or changing its own address, fax number or email address, the Facility Agent shall notify the other Parties.
(a) Any communication to be made between the Facility Agent and a Lender under or in connection with the Finance Documents may be made by electronic
mail or other electronic means, if the Facility Agent and the relevant Lender:
(b) Any electronic communication made between the Facility Agent and a Lender will be effective only when actually received in readable form and in the
case of any electronic communication made by a Lender to the Facility Agent only if it is addressed in such a manner as the Facility Agent shall specify
for this purpose.
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(i) in English; or
(ii) if not in English, and if so required by the Facility Agent, accompanied by a certified English translation and, in this case, the English translation
will prevail unless the document is a constitutional, statutory or other official document.
31.1 Accounts
In any litigation or arbitration proceedings arising out of or in connection with a Finance Document, the entries made in the accounts maintained by a
Finance Party are prima facie evidence of the matters to which they relate.

Any certification or determination by a Finance Party of a rate or amount under any Finance Document is, in the absence of manifest error, conclusive
evidence of the matters to which it relates.

Any interest, commission or fee accruing under a Finance Document will accrue from day to day and is calculated on the basis of the actual number of
days elapsed and a year of 360 days or, in any case where the practice in the relevant interbank market differs, in accordance with that market practice.

If, at any time, any provision of the Finance Documents is or becomes illegal, invalid or unenforceable in any respect under any law of any jurisdiction,
neither the legality, validity or enforceability of the remaining provisions nor the legality, validity or enforceability of such provision under the law of
any other jurisdiction will in any way be affected or impaired.

No failure to exercise, nor any delay in exercising, on the part of any Finance Party, any right or remedy under the Finance Documents shall operate as a
waiver, nor shall any single or partial exercise of any right or remedy prevent any further or other exercise or the exercise of any other right or remedy.
The rights and remedies provided in this Agreement are cumulative and not exclusive of any rights or remedies provided by law.
(a) Subject to Clause 34.2 (Exceptions) and Clause 34.3 (Security Agent / Intercreditor terms) , terms of this Agreement may not be amended or waived
without the consent of the Majority Lenders, the Borrower and (where applicable) COFACE and any such amendment or waiver will be binding on all
Parties.
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(b) An amendment or waiver which relates to the rights or obligations of the Facility Agent, the Security Agent or the Arranger may not be effected without
the consent of the Facility Agent, the Security Agent or the Arranger.
34.2 Exceptions
(ii) a reduction in the amount of any payment of principal, interest, fees or commission payable;
(iii) any extension of a Repayment Date or Interest Payment Date, any increase to any Commitment or any other clause a change to which expressly
requires the consent of all the Lenders; or
34.3 Security Agent / Intercreditor terms

(a) an extension to the date of payment of any amount of principal or interest under this Agreement or the Sinosure Facility;
(b) an increase in or extension of any Commitment under this Agreement or of any commitment under the Sinosure Facility;
(c) the pro-rata entitlement to cancellation and application of any payment as between the Facility and the Sinosure Facility pursuant to Clause 7.2
(Voluntary cancellation), Clause 7.3 ( Voluntary prepayment) and Clause 7.4 ( Mandatory prepayment) including related rights under the
Délégation and (if implemented) the Assignment of Insurance Proceeds;
(d) the terms of Clause 25.12 (Resignation of the Facility Agent or Security Agent); or
(e) the terms of Clause 15 of Schedule 6,

may not be amended or waived without the consent of each party to this Agreement and the Sinosure Facility.
34.4 Defined Terms in Contract

In order to achieve consistency between the Finance Documents, the Sinosure Facility and the Commercial Facility, any amendment to the Contract
affecting definitions incorporated in to the Finance Documents may only be effective and binding by a written confirmation from the Facility Agent to
the Borrower under this Agreement and an equivalent written confirmation to the Borrower by the facility agent for the Sinosure Lenders under the
Sinosure Facility and by the facility agent for the Lenders under the Commercial Facility.
66
35. COUNTERPARTS
Each Finance Document may be executed in any number of counterparts, and this has the same effect as if the signatures on the counterparts were on a
single copy of the Finance Document.
67
SECTION 11
36. GOVERNING LAW

37. ARBITRATION
All dispute arising out of or in connection with this Agreement shall be finally settled in Singapore under the Rules of Arbitration of the International
Chamber of Commerce (“the Rules”) by one or more arbitrators appointed in accordance with the said Rules.
For the avoidance of doubt, and as an independent stipulation, this agreement to arbitrate in Singapore is not intended to be and shall not be construed as
a submission by either party to the jurisdiction of the Singapore courts.
68
SCHEDULE 1

HSBC France US$ 157,242,996
69
SCHEDULE 2
1. The Borrower
1.2 A copy of a resolution of the board of commissioners of the Borrower approving the financing and the terms of, and the transactions contemplated by,
the Finance Documents to which it is a party.
1.3 A specimen of the signature of each person authorised by the resolution referred to in paragraph 1.2 above and of each person authorised by the Borrower
to sign Milestone Certificates in respect of the Contract.
1.4 A certificate of the Borrower (signed by a director) confirming that borrowing the Total Commitments would not cause any borrowing or similar limit
binding on the Borrower to be exceeded.
1.5 A certificate of an authorised signatory of the Borrower certifying that each copy document relating to it specified in this Schedule 2 is correct, complete
and in full force and effect as at a date no earlier than the date of this Agreement.
2. Security related
2.1 The Délégation executed by the parties thereto.
3. Legal opinions
3.3 A legal opinion of Linklaters, legal advisers to the Arranger and the Facility Agent in France, substantially in the form distributed to the Original Lenders
prior to signing this Agreement.
3.4 A legal opinion of the legal advisers to the Supplier in France, substantially in the form distributed to the Original Lenders prior to signing this
Agreement.
4.1 Original copies of any other Finance Documents not previously listed in this Schedule 2 (other than the Assignment of Insurance Proceeds) executed by
the parties thereto.
4.2 A certified copy of the Contract together with a written confirmation from the Borrower that the Contract is in full force and effect and a certified copy of
the Launch Services Contract.
70
4.3 Evidence that any agent for service of process, in relation to any proceedings before the Singapore arbitration and any Finance Document governed by
English [or French] law, has accepted its appointment.
4.5 Evidence that the fees, costs and expenses then due from the Borrower pursuant to Clause 17 (Costs and Expenses) have been paid or will be paid by the
Utilisation Date.
4.6 A certificate signed by an authorised officer of the Supplier confirming that the Contract has been duly executed by the Supplier and is in full force and
effect and confirming receipt of the 15% advance payment and no breach of the Contract, including the specimen signatures of authorised persons of the
Supplier.
4.7 The issuance by COface of the COFACE Cover in a form acceptable to the Facility Agent.
4.8 Evidence that the Sinosure Facility has been executed and all conditions precedent to the initial disbursement have become effective (other than any
corresponding condition relating to the effectiveness of the Facility).
4.9 Evidence that all insurances required under this Agreement to be established and maintained by the Borrower and the Supplier have been put in place and
are effective.
4.10 A copy of each of the Authorisations necessary as of the date of the first Utilisation for the execution, entry into force and performance of the Contract
and the implementation of the Project (including, inter alia, in respect of the purchase and import of goods to be supplied and services to be rendered to
the Borrower in accordance with the terms of the Contract and operation of the Satellite), each to be in full force and effect.
4.11 A copy of the approval from the Board of Commissioners and the Board of Directors of the Borrower and any other Authorisation or other document,
opinion or assurance which the Facility Agent considers to be necessary or desirable (if it has notified the Borrower accordingly) in connection with the
entry into and performance of the transactions contemplated by any Finance Document or for the validity and enforceability of any Finance Document.
71
SCHEDULE 3
DOCUMENTS REQUIRED FOR UTILISATION
1. An appropriate invoice issued by the Supplier in accordance with Clause 9 of the Contract; and
2. An appropriate Milestone Certificate in respect of the following milestones (below is text of Appendix H Part II of Contract – “Payment Milestone
Schedules”) issued and signed in accordance with the Contract.
[TO BE COPIED FROM CONTRACT]
72
SCHEDULE 4
Dated:

2.1 The Existing Lender and the New Lender agree to the Existing Lender transferring to the New Lender by novation all or part of the Existing Lender’s
Commitment, rights and obligations referred to in the Schedule in accordance with Clause 23.5 (Procedure for transfer).
2.3 The Facility Office and address, fax number and attention details for notices of the New Lender for the purposes of Clause 30.2 (Addresses) are set out in
the Schedule.
4. This Transfer Certificate may be executed in any number of counterparts and this has the same effect as if the signatures on the counterparts were on a
single copy of this Transfer Certificate.
73
THE SCHEDULE

By: By:
[Facility Agent]
By:
74
SCHEDULE 5
TIMETABLES
Delivery of an appropriate invoice and any other documents required under Schedule 3 (Documents Required for Utilisation) U-5
9.30am CET
Facility Agent notifies the Lenders of the Utilisation U-5
3.00pm CET
“CET” = Central European Time
75
SCHEDULE 6
SECURITY AGENCY PROVISIONS
1. Definitions
In this Schedule:
“Security Property” means all right, title and interest in:
(a) the benefit of the undertakings in the Délégation;
(b) the benefit of the undertakings in the Assignment of Insurance Proceeds; and
(c) all sums received or recovered by the Security Agent pursuant to the above and any assets representing the same.
2. Declaration of trust
(a) The Security Agent and each other Finance Party agree that the Security Agent shall hold the Security Property as agent for the Finance Parties on the
terms of the Finance Documents.
3. Defects in Security
The Security Agent shall not be liable for any failure or omission to perfect, or defect in perfecting, the Security created pursuant to any Security
Document, including:
(a) failure to obtain any Authorisation for the execution, validity, enforceability or admissibility in evidence of any Security Document; or
(b) failure to effect or procure registration of or otherwise protect or perfect any of the Security created by the Security Documents under any laws in
any territory.
4. Retention of documents
The Security Agent may hold title deeds and other documents relating to any of the Security Property in such manner as it sees fit.
5. Indemnity out of Security Property

The Security Agent and every receiver, delegate, attorney, agent or other similar person appointed may indemnify itself out of the Security Property
against any cost, loss or liability incurred by it in that capacity (otherwise than by reason of its own gross negligence or wilful misconduct).
6. Basis of distribution
To enable it to make any distribution, the Security Agent may fix a date as at which the amount of the Liabilities is to be calculated and may require, and
rely on, a certificate from any Finance Party giving details of:
(a) any sums due or owing to any Finance Party as at that date; and
(b) such other matters as it thinks fit.
76
7. No duty to collect payments
The Security Agent shall not have any duty:
(a) to ensure that any payment or other financial benefit in respect of any of the Security Property is duly and punctually paid, received or collected;
or
(b) to ensure the taking up of any (or any offer of any) stocks, shares, rights, moneys or other property accruing or offered at any time by way of
interest, dividend, redemption, bonus, rights, preference, option, warrant or otherwise in respect of any of the Security Property.
8. Appropriation
(a) Each Party irrevocably waives any right to appropriate any payment to, or other sum received, recovered or held by, the Security Agent in or
towards payment of any particular part of the Liabilities and agrees that the Security Agent shall have the exclusive right to do so.
(b) Paragraph (a) above will override any application made or purported to be made by any other person.
9. Investments
All money received or held by the Security Agent under the Finance Documents may, in the name of, or under the control of, the Security Agent:
(a) be invested in any investment it may select; or
(b) be deposited at such bank or institution (including itself any other Finance Party or any Affiliate of any Finance Party) as it thinks fit.
10. Suspense Account

Subject to paragraph 14 below the Security Agent may:
(a) hold in an interest bearing suspense account any money received by it from the Borrower; and
(b) invest an amount equal to the balance from time to time standing to the credit of that suspense account in any of the investments authorised by
paragraph 12 above.
11. Timing of Distributions

Distributions by the Security Agent shall be made as and when determined by it.
12. Delegation
(a) The Security Agent may:
(i) employ and pay an agent selected by it to transact or conduct any business and to do all acts required to be done by it (including the
receipt and payment of money);
(ii) delegate to any person on any terms (including power to sub-delegate) all or any of its functions; and
77
(iii) with the prior consent of the Majority Lenders, appoint, on such terms as it may determine, or remove, any person to act either as
separate or joint security trustee or agent with those rights and obligations vested in the Security Agent by this Agreement, the
Délégation or the Assignment of Insurance Proceeds.
(b) The Security Agent will not be:
(i) responsible to anyone for any misconduct or omission by any agent, delegate or security trustee or agent appointed by it pursuant to
paragraph (a) above; or
(ii) bound to supervise the proceedings or acts of any such agent, delegate or security trustee or agent,
provided that it exercises reasonable care in selecting that agent, delegate or security trustee or agent.
13. Unwinding
Any appropriation or distribution which later transpires to have been or is agreed by the Security Agent to have been invalid or which has to be refunded
shall be refunded and shall be deemed never to have been made.
14. Lenders
The Security Agent shall be entitled to assume that each Lender is a Lender unless notified by the Facility Agent to the contrary.
15. Relationship between the Lenders and the Sinosure Lenders
15.1 Except where the Sinosure Facility is required to be mandatorily prepaid as a result of the Launch Service Provider not being selected to launch the
Replacement Satellite:
(a) Payments received by the Security Agent under the Délégation in respect of the Termination Payments and the Supplier’s Contract Payments shall be
applied towards the repayment of this Facility.
(b) Payments received by the Security Agent under the Délégation in respect of a cancellation of the Contract and under the Assignment of Insurance
Proceeds shall be applied towards the repayment of this Facility and the Sinosure Facility on a pro-rata basis.
15.2 Clause 15 of Schedule 6 may not be amended or waived without the consent of each party to this Agreement and the Sinosure Facility.
78
SCHEDULE 7
FORM OF ASSIGNMENT OF INSURANCE PROCEEDS
79
SCHEDULE 8

Dated:
Dear Sirs

2. We confirm that:
Signed:
Officer of
PT Indosat Tbk
80
SIGNATURES
THE BORROWER
PT INDOSAT TBK
By:
Address: Jl. Medan Merdeka Barat No. 21 Jakarta 10110, Indonesia
Fax: +62 21 3483 3077
THE ARRANGER
HSBC FRANCE
By:
Address: 103 avenue des Champs Elysees, 75419 Paris Cedex 08, France
Fax: +331 40 70 7893
THE FACILITY AGENT
HSBC FRANCE
By:
Fax: +331 40 70 7893
THE ORIGINAL LENDER
HSBC FRANCE
By:
Fax: +331 40 70 7893
81
THE SECURITY AGENT
HSBC FRANCE
By:
Fax: +331 40 70 7893
82
Exhibit 15.12
US$27,057,004
FACILITY AGREEMENT
dated 27 November 2007
for
PT INDOSAT TBK
as Borrower
arranged by
THE HONGKONG AND SHANGHAI BANKING CORPORATION LIMITED, JAKARTA BRANCH
with
THE BANKS AND FINANCIAL INSTITUTIONS
named as Original Lenders
and
THE HONGKONG AND SHANGHAI BANKING CORPORATION LIMITED
COMMERCIAL FACILITY AGREEMENT
Ref: L-142434
CONTENTS
CLAUSE PAGE
SECTION 1
SECTION 2
THE FACILITY
2. The Facility 18
3. Purpose 18
SECTION 3
UTILISATION
5. Utilisation 20
SECTION 4
6. Repayment 21
SECTION 5
8. Interest 24
10. Changes to the calculation of interest 25
12. Fee 27
SECTION 6

SECTION 7
SECTION 8
CHANGES TO PARTIES

SECTION 9
THE FINANCE PARTIES
25. Role of the Facility Agent and the Arranger 52

SECTION 10
ADMINISTRATION

29. Set-Off 61
35. Defined Terms in Contract 64
36. Counterparts 64
SECTION 11

38. Arbitration 65
THE SCHEDULES
SCHEDULE PAGE

SCHEDULE 3 Form of Utilisation Request 69
ii
(2) The HONGKONG AND SHANGHAI BANKING CORPORATION LIMITED, JAKARTA BRANCH as mandated lead arranger (the “Arranger”);
(3) The parties specified in Schedule 1 as lenders (the “Original Lenders”); and
(4) The HONGKONG AND SHANGHAI BANKING CORPORATION LIMITED as agent of the other Finance Parties (the “Facility Agent”).
SECTION 1
1.1 Definitions
In this Agreement:
(a) any other person directly or indirectly controlling or controlled by or under direct or indirect common control with such specified person, or

person, directly or indirectly, whether through the ownership of voting securities, by contract or otherwise; and the terms “controlling” and “controlled”
have meanings correlative to the foregoing,
“Availability Date” means 1 April 2008.
“Available Facility” means the aggregate amount of each Lender’s Commitment at any time.
“Break Costs” means the amount (if any) payable under Clause 10.4 (Break Costs).
“Business Day” means a day (other than a Saturday or Sunday) on which banks are open for general business in Hong Kong and Jakarta and if on that
day a payment is to be made, New York City.
GAAP; and the amount of Debt represented by such obligation shall be the capitalised amount of such obligations determined in accordance with GAAP;
and the Stated Maturity thereof shall be the date of the last payment of
rent or any other amount due under such lease prior to the first date upon which such lease may be terminated by the lessee without payment of a penalty.
For purposes of Clause 21.8 (Liens), a Capital Lease Obligation shall be deemed secured by a Lien on the Property being leased.
“Capital Stock” means with respect to any person, any shares or other equivalents (however designated) of any class of corporate stock or partnership
interests or any other participations, rights, warrants, options or other interests in the nature of an equity interest in such persons, including Preferred
Stock, but excluding any debt security convertible or exchangeable into such equity interest.
“COFACE Facility” means the COFACE Facility Agreement dated on or about the date of this Agreement made between (a) the Borrower; (b) HSBC
France as arranger; (c) HSBC France as facility agent and (d) the COFACE Lenders, in which the COFACE Lenders have agreed to make available to
the Borrower a loan facility in the amount of US$157,242,996.
“COFACE Lender” means any lender as defined under the COFACE Facility.
(a) in relation to an Original Lender, the amount set opposite its name under the heading “Commitment” in Schedule 1 (Name of Original Lenders)
and the amount of any other Commitment transferred to it under this Agreement; and
(b) in relation to any other Lender, the amount of any Commitment transferred to it under this Agreement, to the extent not cancelled, reduced or
transferred by it under this Agreement.
“Contract” means the in-orbit delivery contract entered into between the Supplier and the Borrower as buyer dated 29 June 2007 in respect of a Palapa
D Satellite as amended by Amendment No. 1 dated 26 November 2007.
“Currency Exchange Protection Agreement ” means, in respect of a person, any foreign exchange contract, currency swap agreement, currency option
or other similar agreement or arrangement designed to protect such person against fluctuations in currency exchange rates.
(a) the principal of and premium (if any) in respect of debt of such person for money borrowed and debt evidenced by notes, debentures, bonds or
other similar instruments for the payment of which such person is responsible or liable which in any such case, bears interest or on which interest
accrues; and
“Default” means an Event of Default under Clause 22 (Events of Default) or any event or circumstance which would (with the expiry of a grace period,
the giving of notice, the making of any determination under the Finance Documents or any combination of any of the foregoing) be an Event of Default.
(a) a material disruption to those payment or communications systems or to those financial markets which are, in each case, required to operate in
order for payments to be made in connection with the Facility (or otherwise in order for the transactions contemplated by the Finance Documents
to be carried out) which disruption is not caused by, and is beyond the control of, any of the Parties; or
(b) the occurrence of any other event which results in a disruption (of a technical or systems-related nature) to the treasury or payments operations of
a Party preventing that, or any other Party:
(ii) from communicating with other Parties in accordance with the terms of the Finance Documents, (and which (in either such case)) is not
caused by, and is beyond the control of, the Party whose operations are disrupted.
“EBITDA” means, for any period, an amount equal to the sum of net consolidated profit plus interest, other operating income and expenses, income tax
expense, depreciation and amortisation under GAAP.
“Environmental Law” means any applicable law in the Republic of Indonesia which relates to the pollution or protection of the environment or harm to
or the protection of human health or the health of animals or plants.
“Environmental Permits” means any permit, licence, consent, approval and other authorisation and the filing of any notification, report or assessment
required under any Environmental Law for the operation of the business in the Republic of Indonesia of any member of the Group conducted on or from
the properties in the Republic of Indonesia owned or used by the relevant member of the Group.
following that date, by not less than five (5) Business Days’ written notice) as the office or offices through which it will perform its obligations under this
Agreement.
between a willing seller and a willing buyer neither of whom is under undue pressure or compulsion to complete the transaction. Fair Market Value shall
be determined, except as otherwise provided:
(a) if such Property has a Fair Market Value equal to or less than US$5 million, by any Officer of the Borrower; or
(b) if such Property has a Fair Market Value in excess of US$5 million, by a majority of the board of directors of the Borrower and evidenced by a
board resolution of the Borrower, dated within 30 days of the relevant transaction, delivered to the Facility Agent.
“Fee Letter” means any letter or letters dated on or about the date of this Agreement between the Arranger and the Borrower setting out the structuring
fee referred to in Clause 12 (Fees).
“Final Maturity Date” means the ninth anniversary date of the date of this Agreement.
(a) this Agreement;
(b) the Fee Letter; and
(c) any other document designated as such by the Arranger and by the Borrower,
(b) the Arranger;
(c) the Lenders; or

“First Repayment Date” means the date falling twenty-four (24) Months after the date of this Agreement.
(a) to purchase or pay (or advance or supply funds for the purchase or payment of) such Debt of such other person (whether arising by virtue of
partnership arrangements, or by agreements to keep-well, to purchase assets, goods, securities or services, to take-or-pay or to maintain financial
statement conditions or otherwise), or
(a) endorsements for collection or deposit in the ordinary course of business; or
(b) a contractual commitment by one person to invest in another person if, as a result of such commitment, such other person is merged or
consolidated into, or transfers all or substantially all of its property to the Borrower or a Restricted Subsidiary, provided that such other person’s
primary business is the same or substantially similar to that of the Borrower or such Restricted Subsidiary (as the case may be).
“Incur” means, with respect to any Debt or other obligation of any person, to create, issue, incur, extend, assume, guarantee or become liable in respect
of such Debt or other obligation or the recording, as required pursuant to GAAP or otherwise, of any such Debt or obligation on the balance sheet of such
person (and “Incurrence” and “Incurred” shall have meanings correlative to the foregoing); provided, however, that any Debt or Capital Stock of a person
existing at the time such person becomes a Subsidiary (whether by merger, consolidation, acquisition or otherwise) shall be deemed to be Incurred by
such Subsidiary at the time it becomes a Subsidiary; provided further, however, that a change in GAAP that results in an obligation of such person that
exists at such time, and is not theretofore classified as Debt, becoming Debt shall not be deemed an Incurrence of such Debt.
“Indirect Tax” means any goods and services tax, consumption tax, VAT or any tax of a similar nature.
“Indosat Towers” means the telecommunication tower structures owned by the Borrower designed and constructed specially to support antennaes for
transmission or reception or retransmission of electronic signals in the Telecommunications Business, including associated civil and mechanical structure
and interests in the real property on which any such tower structure is located.
“Initial CPs Satisfaction Date” means the date on which all of the documents and evidence referred to in Schedule 2 (Conditions Precedent) have been
received by the Facility Agent or waived by the Majority Lenders, such date to be confirmed by a certificate of the Facility Agent.
“Interest Period” means, in relation to the Loan, each period determined in accordance with Clause 9 (Interest Periods) and in relation to an Unpaid
Sum, each period determined in accordance with Clause 8.3 (Default interest).
“Interest Rate Agreement” means, for any person, any interest rate swap agreement, interest rate cap agreement, interest rate collar agreement or other
similar agreement designed to protect against fluctuations in interest rates or reduce borrowing costs and/or costs of Currency Exchange Protection
Agreement.
“Lenders” mean:
(b) any bank or financial institution which has become a Party in accordance with Clause 23 (Changes to the Lenders), which in each case has not
ceased to be a Party in accordance with the terms of this Agreement.
“LIBOR” means, in relation to any Utilisation:
(a) the applicable Screen Rate; or
(b) (if no Screen Rate is available for the currency or Interest Period of the Utilisation) the arithmetic mean of the rates (rounded upwards to four
decimal places) as supplied to the Facility Agent at its request quoted by the Reference Banks to leading banks in the Relevant Interbank Market,
as of the Specified Time on the Quotation Day for the offering of deposits in the currency of the Utilisation and for a period comparable to the Interest
Period for the Utilisation.
security interest, lien, charge, easement (other than any easement not materially impairing usefulness or marketability), encumbrance, preference, priority
or other security agreement or preferential arrangement of any kind or nature whatsoever on or with respect to such Property (including any Capital
Lease Obligation, conditional sale or other title retention agreement having substantially the same economic effect as any of the foregoing or any Sale
and Leaseback Transaction).
“London Business Day” means a day (other than a Saturday or Sunday) on which deposits may be dealt in on the Relevant Interbank Market and banks
are open for general business in London.
(a) if there is no Loan outstanding, a Lender or Lenders whose Commitments aggregate more than 50.1% of the Total Commitments (or, if the Total
Commitments have been reduced to zero, aggregated more than 50.1% of the Total Commitments immediately prior to the reduction); or
(b) at any other time, a Lender or Lenders whose participations in the Loan then outstanding aggregate more than 50.1% of the Loan outstanding.
“Margin” means:
(a) in relation to Offshore Lenders: 1.20 per cent per annum; and
(b) in relation to Onshore Lenders: 1.45 per cent per annum.

“Month” means a period starting on one day in a calendar month and ending on the numerically corresponding day in the next calendar month, except
that:
(a) if the numerically corresponding day is not a Business Day, that period shall end on the next Business Day in that calendar month in which that
period is to end if there is one, or if there is not, on the immediately preceding Business Day; and
(b) if there is no numerically corresponding day in the calendar month in which that period is to end, that period shall end on the last Business Day
in that calendar month.
(a) as to which neither the Borrower nor any of its Restricted Subsidiaries (1) provides credit support of any kind (including any undertaking,
agreement or instrument that would constitute Debt) (other than pledges of Equity Interests of Unrestricted Subsidiaries for the benefit of lenders
of Unrestricted Subsidiaries), (2) is directly or indirectly liable as a guarantor or otherwise or (3) constitutes the lender; and
(b) no default with respect to which (including any rights that the holders of the Debt may have to take enforcement action against an Unrestricted
Subsidiary) would permit upon notice, lapse of time or both any holder of any other Debt of the Borrower or any of its Restricted Subsidiaries to
declare a default on such other Debt or cause the payment of the Debt to be accelerated or payable prior to its Stated Maturity.
“Offshore Lender” means a Lender which participates in the Facility through its Facility Office outside of Indonesia.
“Onshore Lender” means a Lender which participates in the Facility through its Facility Office in Indonesia.
(i) the aggregate principal amount of such Debt subject to such Liens does not exceed 100% of the sum of (i) the Fair Market Value (on
the date of the Incurrence thereof) of the applicable Telecommunication Assets, (ii) the Fair Market Value of any services to be
provided to the Borrower or such Restricted Subsidiary by the seller of the Telecommunication Assets in connection therewith, (iii) the
amount of interest on such Debt permitted to be capitalized during the period of construction and installation of such assets under
GAAP and (iv) any fees required to be paid by the Borrower or such Restricted Subsidiary with respect to such Debt; and
(ii) any such Lien may not extend to any Property of the Borrower or Restricted Subsidiary, other than the Property acquired, constructed
or leased with the proceeds of such Purchase Money Debt and any improvements or accessions to such Property;
(b) Liens for taxes, assessments or governmental charges or levies on the Property of the Borrower or any Restricted Subsidiary if the same shall not
at the time be delinquent or thereafter can be paid without penalty, or are being contested in good faith and by appropriate proceedings promptly
instituted and diligently concluded; provided that any reserve or other appropriate provision that shall be required in conformity with GAAP shall
have been made therefor;
(c) Liens imposed by law, such as carriers’, warehousemen’s and mechanics’ Liens and other similar Liens, on the Property of the Borrower or any
Restricted Subsidiary arising in the ordinary course of business and securing payment of obligations that are not more than 60 days past due or
are being contested in good faith and by appropriate proceedings;
obligations with respect to statutory or regulatory requirements, performance or return-of-money bonds, surety bonds or other obligations of a
like nature and incurred in a manner consistent with industry practice, in each case
10
which are not Incurred in connection with the borrowing of money, the obtaining of advances or credit or the payment of the deferred purchase
price of Property and which do not in the aggregate impair in any material respect the use of Property in the operation of the business of the
Borrower and the Restricted Subsidiaries taken as a whole;
(e) Liens on Property at the time the Borrower or any Restricted Subsidiary acquired such Property, including any acquisition by means of a merger
or consolidation with or into the Borrower or any Restricted Subsidiary; provided, however, that any such Lien may not extend to any other
Property of the Borrower or any Restricted Subsidiary; provided further, however, that such Liens shall not have been Incurred in anticipation of
or in connection with the transaction or series of transactions pursuant to which such Property was acquired by the Borrower or any Restricted
Subsidiary;
(f) Liens on the Property of a person at the time such person becomes a Restricted Subsidiary; provided, however, that (i) any such Lien may not
extend to any other Property of the Borrower or any Restricted Subsidiary that is not a direct Subsidiary of such person and (ii) any such Lien
was not Incurred in anticipation of or in connection with the transaction or series of transactions pursuant to which such person became a
Restricted Subsidiary;
(g) Pledges or deposits by the Borrower or any Restricted Subsidiary under workmen’s compensation laws, unemployment insurance laws
or similar legislation, or good faith deposits in connection with bids, tenders, contracts (other than for the payment of Debt) or leases
to which the Borrower or any Restricted Subsidiary is party, or deposits to secure public or statutory obligations of the Borrower, or
(h) Utility easements, building restrictions and such other encumbrances or charges against real Property as are of a nature generally existing with
respect to properties of a similar character;
(j) Liens on the Property of the Borrower or any Restricted Subsidiary to secure any refinancing, in whole or in part, of any Debt secured by Liens
referred to in Clauses (e), (f) or (g) above; provided, however, that any such Lien shall be limited to all or part of the same Property that secured
the original Lien (together with improvements and accessions to such Property) and the aggregate principal amount of Debt that is secured by
such Lien shall not be increased to an amount greater than the sum of:
(i) the outstanding principal amount, or, if greater, the committed amount, of the Debt secured by Liens described under Clauses (e), (f) or
(g) above at the time the original Lien became a Permitted Lien under the Indenture; and
11
(l) Liens not otherwise permitted by Clauses (a) through (k) above securing Debt not in excess of US$25,000,000 outstanding at any time; and
payment of dividend, or as to the distribution of assets upon any voluntary or involuntary liquidation or dissolution of such person, over share’s of any
other class of Capital Stock issued by such person.
(a) manufacturing, testing and delivery of the Satellite in-orbit at the orbital location specified in the Contract equipped with 24 standard C-band, 11
extended C-band and 5 Ku-band transponders and other terms and scope of work agreed in the Contract; and

(a) the Satellite;

“Property” means, with respect to any person, any interest of such person in any kind of property or asset, whether real, personal or mixed, or tangible
or intangible, including Capital Stock in, and other securities of, any other person.
(a) consisting of the deferred purchase price of Telecommunications Assets, conditional sale obligations, obligations under any title retention
agreement, other purchase money obligations and obligations in respect of industrial revenue bonds, in each case where the maturity of such
Debt does not exceed the anticipated useful life of the Telecommunications Assets being financed; and
provided, however, that such Debt is Incurred within 180 days after the acquisition and construction of Telecommunications Assets by the Borrower or
such Restricted Subsidiary.
12
“Quotation Day” means, in relation to any period for which an interest rate is to be determined, two London Business Days before the first day of that
period.
“Reference Banks” means, in relation to LIBOR, the principal London offices of HSBC Bank plc., JP Morgan Chase Bank, N.A. and The Royal Bank
of Scotland plc., or such other banks as may be appointed by the Facility Agent in consultation with the Borrower.
“Relevant Interbank Market” means the London interbank market.
“Repay” means, in respect of any Debt, to repay, prepay, repurchase, redeem, legally defease or otherwise retire such Debt. “Repayment” and “Repaid”
shall have correlative meanings.
“Repayment Date” means the First Repayment Date and each of the days which are 6, 12, 18, 24, 30, 36, 42, 48, 54, 60, 66, 72, 78 and 84 Months after
the First Repayment Date but if any such date is not a Business Day, then that Repayment Date shall be deemed to be the immediately succeeding
Business Day.
“Repeating Representations” means each of the representations set out in Clauses 18.1 (Status) to 18.4 (Power and authority), Clause 18.6 (Governing
law and enforcement), Clause 18.8 (No default) and 18.11 (Pari passu ranking).
“Review Date” means the last Business Day of the Review Period.
“Review Period” means the period starting from the first day of the sixtieth Month after the date of this Agreement to the last day of that Month.
(a) a Subsidiary of the Borrower unless such Subsidiary has been and remains designated as an “Unrestricted Subsidiary” in accordance with Clause
11.1 (Designation of Restricted Subsidiary as Unrestricted Subsidiary), and
(b) an Unrestricted Subsidiary that has been designated under Clause 11.1 (Designation of Restricted Subsidiary as Unrestricted Subsidiary) to be a
Restricted Subsidiary.
“Screen Rate” means, in relation to LIBOR, the United States Dollar interest rates quoted on the LIBOR01 of the Reuters screen at or about 11:00 a.m.
(London Time). If the agreed page is replaced or service ceases to be available, the Facility Agent may specify another page or service displaying the
appropriate rate after consultation with the Borrower and the Lenders.
“Security” means a mortgage, charge, pledge, lien or other security interest securing any obligation of any person or any other agreement or arrangement
having a similar effect.
13
“Sinosure Facility” means the Sinosure Facility Agreement dated on our about the date of this agreement made between (a) the Borrower; (b) HSBC
France as Arranger; (c) HSBC France as Facility Agent and (d) the Sinosure Lenders, in which the Sinosure Lenders have agreed to make available to the
Borrower a loan facility in the amount of US$44,200,000.
“Sinosure Lender” means any lender as defined under the Sinosure Facility.
“Stated Maturity” means, with respect to any security, the date specified in such security as the fixed date on which the payment of principal of such
security is due and payable, including pursuant to any mandatory redemption provision (but excluding any provision providing for the repurchase of such
security at the option of the holder thereof upon the happening of any contingency beyond the control of the issuer unless such contingency has
occurred).
(b) more than half the issued share capital of which is beneficially owned, directly or indirectly by the first mentioned company or corporation; or
and for this purpose, a company or corporation shall be treated as being controlled by another if that other company or corporation is able to direct its
affairs and/or to control the composition of its board of directors or equivalent body.
“Taxes” means any tax, levy, impost, duty or other charge or withholding of a similar nature (including any penalty or interest payable in connection
with any failure to pay or any delay in paying any of the same) and “Tax” and “Taxation” shall be construed accordingly.
(a) any Property (other than cash, cash equivalents and Capital Stock or other securities) to be owned by the Borrower or any Restricted Subsidiary
and the Telecommunications Business; or
(b) Capital Stock of a person that becomes a Restricted Subsidiary as a result of the acquisition of such Capital Stock by the Borrower or another
Restricted Subsidiary from any person other than an Affiliate of the Borrower,
provided, however, that in the case of Clause (b), such person is primarily engaged in the Telecommunications Business; and provided further, however,
that for purposes of the definition of Purchase Money Debt, Telecommunications Asset shall consist only of Property described in Clause (a) above and
shall not include Property constituting all or substantially all the assets of a business or an operating unit of a business.
14
(b) constructing, creating, developing or marketing communications networks, related network transmission equipment, software and other devices
for use in a communications business; or
(c) evaluating, participating in or pursuing any other activity or opportunity that is primarily related to those identified in Clause (a) or (b) above,
Borrower.
“Total Commitments” means US$27,057,004.
“Transfer Certificate” means a certificate substantially in the form set out in Schedule 4 ( Form of Transfer Certificate) or any other form agreed
“Utilisation” means the utilisation made under the Facility.
“Utilisation Date” means the date of Utilisation.
“Voting Stock” of any person means all classes of Capital Stock or other interests (including partnership interests) of such person then outstanding and
normally entitled (without regard to the occurrence of any contingency) to vote in the election of directors, managers or trustees thereof.
“Wholly-Owned Subsidiary” means, at any time, a Restricted Subsidiary all the Voting Stock of which (except directors’ qualifying shares) is at such
time owned, directly or indirectly, by the Borrower and its other Wholly-Owned Subsidiaries.
15
1.2 Construction
(i) the “Facility Agent”, the “Arranger”, any “Finance Party”, any “Lender” or any “Party” shall be construed so as to include its successors in
title, permitted assigns and permitted transferees;
(iii) an “authorised signatory” means a person that has been duly authorised by another person (the “other person”) to execute or sign any Finance
Document (or other document or notice to be executed or signed by the other person under or in connection with any Finance Document) on
behalf of that other person;
(iv) a “Finance Document” or any other agreement or instrument is a reference to that Finance Document or other agreement or instrument as
amended or novated except for the purposes of references to defined terms under the Contract, which shall mean those terms in the Contract as at
the date of this Agreement so that any changes to those defined terms will only be applicable if confirmed in accordance with Clause 35 (Defined
Terms in Contract);
(v) “indebtedness” includes any obligation (whether incurred as principal or as surety) for the payment or repayment of money, whether present or
future, actual or contingent;
(vii) a “regulation” includes any regulation, rule, official directive, request or guideline (whether or not having the force of law) of any governmental,
intergovernmental or supranational body, agency, department or regulatory, self-regulatory or other authority or organisation;
(ix) a time of day is a reference to Hong Kong time.
(d) A Default (other than an Event of Default) is “continuing” if it has not been remedied or waived and an Event of Default is “continuing” if it has not
been waived.
16
(a) Unless expressly provided to the contrary in a Finance Document, a person who is not a Party has no right under the Contracts (Rights of Third Parties)
Act 1999 (the “Third Parties Act”) to enforce or to enjoy the benefit of any term of this Agreement.
17
SECTION 2
THE FACILITY
2. THE FACILITY
2.1 The Facility

Subject to the terms of this Agreement, the Lenders agree to make available to the Borrower in a single Utilisation a Dollar term loan facility in an
aggregate amount equal to the Total Commitments as set out in Schedule 1 (Name of Original Lenders).
(a) The obligations of each Finance Party under the Finance Documents are several. Failure by a Finance Party to perform its obligations under the Finance
Documents does not affect the obligations of any other Party under the Finance Documents. No Finance Party is responsible for the obligations of any
other Finance Party under the Finance Documents.
(b) The rights of each Finance Party under or in connection with the Finance Documents are separate and independent rights and any debt arising under the
Finance Documents to a Finance Party from the Borrower shall be a separate and independent debt.
(c) A Finance Party may, except as otherwise stated in the Finance Documents, separately enforce its rights under the Finance Documents.
3. PURPOSE
3.1 Purpose
The Borrower shall apply all amounts borrowed by it under this Facility towards
*
the financing of the construction and launch of the Satellite and the
payment of the premium to Sinosure in connection with the Sinosure Facility.
3.2 No Monitoring
No Finance Party is bound to monitor or verify the application of any amount borrowed pursuant to this Agreement.

The Borrower shall not deliver the Utilisation Request unless the Facility Agent has received all of the documents and other evidence listed in and
appearing to comply with the requirements of Schedule 2 (Conditions Precedent). The Facility Agent shall notify the Borrower and the Lenders promptly
upon receiving such documents and other evidence.

The Lenders will only be obliged to comply with Clause 5.4 (Lenders’ participation) if on the date of the Utilisation Request and on the proposed
Utilisation Date:
(a) no Default is continuing or would result from the proposed Loan; and
*
[Note: This amount may be increased]
18
(b) the representations in Clause 18 (Representations) to be made by the Borrower are true in all material respects.
19
SECTION 3
UTILISATION
5. UTILISATION
5.1 Delivery of the Utilisation Request

The Borrower may utilise the Facility by delivery to the Facility Agent of a duly completed Utilisation Request not later than the Specified Time. Only
one Utilisation Request may be delivered under this Facility.
5.2 Completion of the Utilisation Request
(a) The Utilisation Request is irrevocable and will not be regarded as having been duly completed unless:
(i) the proposed Availability Date is a Business Day;
(ii) the currency and amount of the Utilisation comply with Clause 5.3 (Currency and amount); and
(iii) the proposed first Interest Period complies with Clause 9 (Interest Periods).
5.3 Currency and amount
(a) The currency specified in the Utilisation Request must be Dollars.
(b) The amount of the proposed Loan must be an amount which is not more than the Available Facility.
5.4 Lenders’ participation
(a) If the conditions set out in Clause 4 (Conditions of Utilisation) and 5.1 (Delivery of the Utilisation Request) to 5.3 (Currency and amount) above have
been met, each Lender shall make its participation in the Loan available by the Utilisation Date through its Facility Office.
(b) The amount of each Lender’s participation in the Loan will be equal to the proportion borne by its Commitment to the Available Facility immediately
prior to making the Loan.
(c) The Facility Agent shall notify each Lender of the amount of each Loan and the amount of its participation in that loan by the Specified Time.
20
SECTION 4
6. REPAYMENT

The Loan shall be repaid on the Repayment Dates in fifteen (15) semi-annual instalments, the first five (5) of which shall each be in an amount equal to
US$1,352,850.20 and the remaining ten (10) of which shall each be in an amount equal to US$2,029,275.30.
6.2 Reborrowing
7.1 Illegality
(c) the Borrower shall repay that Lender’s participation in the Loan on the last day of the Interest Period occurring after the Facility Agent has
notified the Borrower or, if earlier, the date specified by the Facility Agent (being no earlier than the last day of any applicable grace period
permitted by law).
(a) The Borrower may at any time prior to the Availability Date, if it gives the Facility Agent not less than 30 days’ prior notice, cancel the whole or
any part of the Available Facility (but, if in part, being a minimum amount of US$5,000,000 and in integral multiples of US$500,000) without
penalty.
(b) Any cancellation under this Clause 7.2 shall reduce the Commitments of the Lenders rateably.
(a) The Borrower may, if it gives the Facility Agent not less than 30 days’ prior notice, prepay the whole or any part of the Loan (but, if in part,
being an amount that reduces the amount of the Loan by a minimum amount of US$5,000,000 and in integral multiples of US$1,000,000).
(b) The Loan may only be prepaid on a Repayment Date (and not earlier than the First Repayment Date).
(c) Any prepayment under this Clause 7.3 shall be applied against scheduled repayment instalments pro rata.
21
In the event that the Borrower’s request for covenant suspension/relaxation is not agreed by the Facility Agent acting on the instructions of the Majority
Lenders under Clause 21.11 (Suspension and Relaxation of Certain Covenants) within 30 days of that request, the Borrower shall immediately prepay the
outstanding Loan under the Facility.
(a) If:
(i) any sum payable to any Lender by the Borrower is required to be increased under Clause 13.2 (Tax gross-up) or Clause 13.6 (Indirect tax); or
the Borrower may, whilst the circumstance giving rise to the requirement or indemnification continues, give the Facility Agent notice of cancellation of
the Commitment of that Lender and its intention to procure the repayment of that Lender’s participation in the Loan.
(c) On the last day of the Interest Period which ends after the Borrower has given notice under paragraph (a) above (or, if earlier, the date specified by the
Borrower in that notice), the Borrower shall repay that Lender’s participation in the Loan.
7.6 Review Period
(a) Each Lender shall, during the Review Period, have the right to determine whether it wishes to discontinue its own participation in the Loan. Where a
Lender wishes to discontinue its participation in the Loan (“Existing Lender”), that Existing Lender shall, no less than five (5) Business Days prior to
the Review Date, advise the Facility Agent of its intention to discontinue its participation in the Loan (and the Facility Agent shall advise the Borrower
accordingly) and the Borrower shall repay, in full, on the seventh anniversary of the date of this Agreement, the participation of such Lender.
(b) The Borrower will have the right, but not the obligation, to instruct the Arranger (which may decide in its sole and absolute discretion whether it wishes
to accept such instructions), to use its best efforts to procure a replacement for an Existing Lender for the remaining term of the Loan (“New Lender”).
The Existing Lender shall in accordance with the requirements of Clause 23 (Changes to the Lenders) transfer its participation to the New Lender upon
the written request of the Borrower and the Arranger.
7.7 Restrictions
(a) Any notice of cancellation or prepayment given by any Party under this Clause 7 shall be irrevocable and, unless a contrary indication appears in this
Agreement, shall specify the date or dates upon which the relevant cancellation or prepayment is to be made and the amount of that cancellation or
prepayment.
22
(c) The Borrower shall not repay or prepay all or any part of the Loan or cancel all or any part of the Commitments except at the times and in the manner
expressly provided for in this Agreement.
(d) If the Facility Agent receives a notice under this Clause 7 it shall promptly forward a copy of that notice to either the Borrower or the affected Lender or
Lenders, as appropriate.
(e) No amount of the Total Commitments cancelled under this Agreement may be subsequently reinstated.
23
SECTION 5
8. INTEREST

The rate of interest on the outstanding amount of the Loan for each Interest Period is the percentage rate per annum which is the aggregate of the
applicable:
(a) Margin; and
(b) LIBOR.

The Borrower shall pay on each Interest Payment Date accrued interest on the Loan.
(a) If the Borrower fails to pay any amount payable by it under a Finance Document to which it is a party on its due date, interest shall accrue on the overdue
amount from the due date up to the date of actual payment (both before and after judgment) at a rate which is the sum of two per cent (2%) and the rate
which would have been payable if the overdue amount had, during the period of non-payment, constituted a Utilisation in the currency of the overdue
amount for successive Interest Periods. Any interest accruing under this Clause 8.3 shall be immediately payable by the Borrower on demand by the
Facility Agent.
(b) Default interest (if unpaid) arising on an overdue amount will be compounded with the overdue amount on each Interest Payment Date applicable to that
overdue amount but will remain immediately due and payable.

Utilisation is made after such statement has been sent, the Facility Agent shall, where practicable, send to the Borrower a supplementary statement. The
statement will be sent by fax no later than twenty (20) days prior to the relevant Interest Payment Date (and the supplementary statement will be sent by
fax promptly upon becoming aware of the amount due) and will, in each case, be followed by delivery of the original statement all in accordance with
Clause 30 (Notices/Communications). Notwithstanding the foregoing provisions of this Clause 8.4, any delay or failure by the Facility Agent to send a
statement shall not affect the obligation of the Borrower to pay interest.
9. INTEREST PERIODS
(a) Each Interest Period shall, subject as provided below, be six (6) Months.
(b) The first Interest Period for the Loan will start on the Utilisation Date. Each subsequent Interest Period until the First Repayment Date shall start on the
last day of its preceding Interest Period and end on the earlier of (i) six (6) Months after such date or (ii) on the First Repayment Date.
24
(c) The Interest Period subsequent to the First Repayment Date will start on the First Repayment Date and end on the following Repayment Date and each
subsequent Interest Period will start on the last day of its preceding Interest Period and end on the following Repayment Date, with the last Interest
Period ending on the Final Maturity Date.

If an Interest Period would otherwise end on a day which is not a Business Day, that Interest Period will instead end on the next Business Day in that
calendar month (if there is one) or the preceding Business Day (if there is not).
10. CHANGES TO THE CALCULATION OF INTEREST
10.1 Absence of quotations

Subject to Clause 10.2 (Market disruption), if LIBOR is to be determined by reference to the Reference Banks but a Reference Bank does not supply a
quotation by the Specified Time on the Quotation Day, the applicable LIBOR shall be determined on the basis of the quotations of the remaining
Reference Banks.
10.2 Market disruption
(a) If a Market Disruption Event occurs in relation to a Utilisation for any Interest Period, then the rate of interest on each Lender’s share of the Utilisation
for the Interest Period shall be the rate per annum which is the sum of:
(i) the Margin; and
(ii) the rate notified to the Facility Agent by that Lender as soon as practicable and in any event before interest is due to be paid in respect of that
Interest Period, to be that which expresses as a percentage rate per annum the cost to that Lender of funding its participation in the Utilisation
from whatever source it may reasonably select.
(b) In this Agreement “Market Disruption Event” means:
(i) at or about noon in London on the Quotation Day for the relevant Interest Period the Screen Rate is not available or the Screen Rate is zero or
negative and none or only one of the Reference Banks supplies a rate to the Facility Agent to determine LIBOR for US Dollars for the relevant
Interest Period; or
(ii) before close of business in London on the Quotation Day for the relevant Interest Period, the Facility Agent receives notifications from a Lender
or Lenders (whose participations in a Utilisation exceed 35 per cent (35%). of the Utilisation) that the cost to it or them of obtaining matching
deposits in the Relevant Interbank Market would be in excess of LIBOR.
10.3 Alternative basis of interest or funding
(a) If a Market Disruption Event occurs and the Facility Agent or the Borrower so requires, the Facility Agent and the Borrower shall enter into negotiations
(for a period of not more than thirty (30) days) with a view to agreeing a substitute basis for determining the rate of interest.
(b) Any alternative basis agreed pursuant to paragraph (a) above shall, with the prior consent of all the Lenders and the Borrower, be binding on all Parties.
25
(c) For the avoidance of any doubt, if no alternative basis is agreed upon between the Borrower and the Lenders within a period of thirty (30) days after the
commencement of the negotiation, then the rate applying to the Loan shall be determined by the Facility Agent on the basis of each Lender’s cost of
funding plus applicable Margin.
10.4 Break Costs

The Borrower shall reimburse to each Lender, upon demand, all costs and expenses incurred by such Lender in relation to any repayment or prepayment
of the Loan (or any part thereof) on a date other than on Interest Payment Date whether by voluntary prepayment or by acceleration, pursuant to any of
the provisions of this Agreement (including, but not limited to, Clauses 7.3 (Voluntary prepayment), Clause 7.5 ( Right of repayment and cancellation in
relation to a single Lender) and Clause 22 (Events of Default)) but excluding any repayment made under Clause 6 (Repayment) or any prepayment under
Clauses 7.1 (Illegality), Clause 7.4 (Mandatory prepayment) or Clause 14 (Increased Costs), for its costs and expenses incurred in obtaining, liquidating,
employing or reemploying deposits from third parties in respect of funds borrowed, contracted for or utilized to fund the amount so repaid or paid,
arising directly from such payment by the Borrower, provided that such demand of the Lender shall be supported by a statement certifying in reasonable
detail the amount of such costs or expenses, which statement shall constitute evidence thereof and shall be conclusive and binding save for manifest error
proved by the Borrower.

The board of directors of the Borrower may, by written notice to the Facility Agent, designate any Restricted Subsidiary to be an Unrestricted Subsidiary
if:
(i) all Debt of such Subsidiary, whether in existence at the time of designation as an Unrestricted Subsidiary, or Incurred thereafter, is Non-Recourse
Debt;
(ii) such Subsidiary is not party to any agreement, contract, arrangement or understanding with the Borrower or any Restricted Subsidiary unless the
terms of any such agreement, contract, arrangement or understanding are no less favorable to the Borrower or such Restricted Subsidiary than
those that might be obtained at the time from persons who are not Affiliates of the Borrower;
(iii) such Subsidiary is a person with respect to which neither the Borrower nor any Restricted Subsidiaries has any direct or indirect obligation (i) to
subscribe for additional Equity Interests, or (ii) to maintain or preserve such person to achieve any specified levels of operating results; and

If, at any time, any Unrestricted Subsidiary fails to meet the requirements outlined in Clause 11.1 (Designation of Restricted Subsidiary as Unrestricted
Subsidiary) for an Unrestricted Subsidiary, it will immediately cease to be an Unrestricted Subsidiary.
26
The board of directors of the Borrower may, by written notice to the Facility Agent, designate any Unrestricted Subsidiary to be a Restricted Subsidiary
if the designation would not cause a Default.
12. FEE
12.1 Arrangement Fee

The Borrower shall pay to the Arranger the arrangement fee in the amount and at the times agreed in a Fee Letter.
12.2 Agency Fee

The Borrower shall pay to the Facility Agent (for its own account) the agency fee in the amount and at the times agreed in a Fee Letter.
27
SECTION 6
13.1 Definitions

“Tax Credit” means a credit against, relief or remission for, or repayment of any Tax.
“Tax Deduction” means a deduction or withholding for or on account of Tax from a payment under a Finance Document.
“Tax Payment” means an increased payment made by the Borrower to a Finance Party under Clause 13.2 (Tax gross-up) or a payment under Clause
13.3 (Tax indemnity).
13.2 Tax gross-up
(a) All payments to be made by the Borrower to any Finance Party under the Finance Documents shall be made free and clear of and without any Tax
Deduction unless the Borrower is required to make a Tax Deduction, in which case the sum payable by the Borrower (in respect of which such Tax
Deduction is required to be made) shall be increased to the extent necessary to ensure that such Finance Party receives a sum net of any deduction or
withholding equal to the sum which it would have received had no such Tax Deduction been made or required to be made.
(c) If the Borrower is required to make a Tax Deduction, it shall make that Tax Deduction and any payment required in connection with that Tax Deduction
within the time allowed and in the minimum amount required by law.
(d) Within thirty (30) days of making either a Tax Deduction or any payment required in connection with that Tax Deduction, the Borrower shall deliver to
the Facility Agent for the Finance Party entitled to the payment evidence reasonably satisfactory to that Finance Party that the Tax Deduction has been
made or (as applicable) any appropriate payment paid to the relevant taxing authority.
13.3 Tax indemnity
(a) Without prejudice to Clause 13.2 (Tax gross-up), if any Finance Party is required to make any payment of or on account of Tax on or in relation to any
sum received or receivable under the Finance Documents (including any sum deemed for purposes of Tax to be received or receivable by such Finance
Party whether or not actually received or receivable) or if any liability in
28
respect of any such payment is asserted, imposed, levied or assessed against any Finance Party, the Borrower shall, within ten (10) Business Days of
demand of the Facility Agent, promptly indemnify the Finance Party which suffers a loss or liability as a result against such payment or liability, together
with any interest, penalties, costs and expenses payable or incurred in connection therewith, provided that this Clause 13.3 shall not apply to:
(i) any Tax imposed on and calculated by reference to the net income actually received or receivable by such Finance Party (but, for the avoidance
of doubt, not including any sum deemed for purposes of Tax to be received or receivable by such Finance Party but not actually receivable) by
the jurisdiction in which such Finance Party is incorporated; or
(ii) any Tax imposed on and calculated by reference to the net income of the Facility Office of such Finance Party actually received or receivable by
such Finance Party (but, for the avoidance of doubt, not including any sum deemed for purposes of Tax to be received or receivable by such
Finance Party but not actually receivable) by the jurisdiction in which its Facility Office is located.
(b) A Finance Party intending to make a claim under paragraph (a) shall notify the Facility Agent of the event giving rise to the claim, whereupon the
Facility Agent shall notify the Borrower thereof.
(c) A Finance Party shall, on receiving a payment from the Borrower under this Clause 13.3, notify the Facility Agent.
13.4 Tax credit

If the Borrower makes a Tax Payment and the relevant Finance Party determines that:
(a) a Tax Credit is attributable to that Tax Payment; and
(b) that Finance Party has obtained, utilised and retained that Tax Credit,
the Finance Party shall pay an amount to the Borrower which that Finance Party determines will leave it (after that payment) in the same after-Tax
position as it would have been in had the Tax Payment not been made by the Borrower.
13.5 Stamp taxes

The Borrower shall (a) pay and, (b) within ten (10) Business Days of demand, indemnify each Finance Party against any cost, loss or liability that
Finance Party incurs in relation to all stamp duty, registration and other similar Taxes payable in respect of any Finance Document.
13.6 Indirect tax
(a) All consideration expressed to be payable under a Finance Document by any Party to a Finance Party shall be deemed to be exclusive of any Indirect
Tax. If any Indirect Tax is chargeable on any supply made by any Finance Party to any Party in connection with a Finance Document, that Party shall
pay to the Finance Party (in addition to and at the same time as paying the consideration) an amount equal to the amount of the Indirect Tax.
(b) Where a Finance Document requires any Party to reimburse a Finance Party for any costs or expenses, that Party shall also at the same time pay and
indemnify the Finance Party against all Indirect Tax incurred by that Finance Party in respect of the costs or expenses to the extent the Finance Party
reasonably determines that it is not entitled to credit or repayment in respect of the Indirect Tax.
29
14. INCREASED COSTS
amount of any Increased Costs incurred by that Finance Party in respect of such Finance Party as a result of (i) the introduction of or any change in (or in
the interpretation, administration or application of) any law or regulation or (ii) compliance with any law or regulation made after the date of this
Agreement.
which is incurred or suffered by a Finance Party, to the extent that it is attributable to that Finance Party having entered into its Commitment or funding
or performing its obligations under any Finance Document.
(a) A Finance Party intending to make a claim pursuant to Clause 14.1 (Increased costs) shall notify the Facility Agent of the event giving rise to the claim,
following which the Facility Agent shall promptly notify the Borrower.
(b) Each Finance Party shall, as soon as practicable after a demand by the Facility Agent, provide a certificate confirming the amount of Increased Costs.
14.3 Exceptions
(ii) compensated for by Clause 13.3 (Tax indemnity); or
(b) In this Clause 14.3, a reference to a “Tax Deduction” has the same meaning given to the term in Clause 13.1 (Definitions).
30
convert that Sum from the First Currency into the Second Currency and (B) the rate or rates of exchange available to that person at the time of its receipt
of that Sum.
(b) The Borrower waives any right it may have in any jurisdiction to pay any amount under the Finance Documents in a currency or currency unit other than
that in which it is expressed to be payable.

The Borrower shall, within ten (10) Business Days of demand, indemnify each Finance Party against any cost, loss or liability incurred by that Finance
Party as a result of:
(b) a failure by the Borrower to pay any amount due under a Finance Document on its due date, or the receipt by any Lender of all or any part of the
Loan or an Unpaid Sum by way of voluntary or mandatory prepayment or otherwise than on the date originally scheduled or a date on which
repayment is to be made pursuant to Clause 6 (Repayment);
(c) funding, or making arrangements to fund, its participation in the Utilisation requested by the Borrower but not made by reason of the operation of
any one or more of the provisions of this Agreement (other than by reason of default or negligence by that Finance Party alone);
(d) the Loan (or part of the Loan) not being prepaid in accordance with a notice of prepayment given by the Borrower;
(e) any enquiry, investigation, subpoena (or similar order) or litigation with respect to the Borrower or with respect to the transactions contemplated
or financed under this Agreement; or
(f) any other information produced or approved by the Borrower pursuant to a Finance Document being or being alleged to be misleading and/or
deceptive in any respect.
Without prejudice to its generality, the foregoing indemnity shall extend to any costs to a Lender of any loss of margin and to any interest, fees or other
sum whatsoever paid or payable on account of any funds borrowed in order to carry any part of the Facility but shall not extend to (i) any claim which is
of the type referred to in Clause 10.4 (Break Costs) or (ii) any other indirect consequential loss not directly attributable to the relevant event or
circumstance described in paragraphs (a) to (d) above.

The Borrower shall promptly indemnify the Facility Agent against any cost, loss or liability incurred by the Facility Agent (acting reasonably) as a result
of:
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16.1 Mitigation
(a) Each Finance Party shall, in consultation with the Borrower, take all reasonable steps to mitigate any circumstances which arise and which would result
in any amount becoming payable under or pursuant to, or cancelled pursuant to, any of Clause 7.1 (Illegality), Clause 13 (Tax Gross Up and
Indemnities), Clause 14 (Increased Costs) including (but not limited to) transferring its rights and obligations under the Finance Documents to another
Affiliate or Facility Office.
(b) A Finance Party is not obliged to take any steps under Clause 16.1 (Mitigation) if, in the opinion of that Finance Party (acting reasonably), to do so might
be prejudicial to it.

The Borrower shall within ten (10) Business Days of receipt of demand pay the Facility Agent and the Arranger the amount of all costs and expenses
reasonably incurred by any of them in engaging legal counsel (acting for the Arranger) in connection with the negotiation, preparation, printing and
execution of:

If (a) the Borrower requests an amendment, waiver or consent under any Finance Document or (b) an amendment is required pursuant to Clause 28.9
(Change of currency), the Borrower shall, within ten (10) Business Days of demand, reimburse the Facility Agent for the amount of all costs and
expenses (including legal fees) reasonably incurred by the Facility Agent in responding to, evaluating, negotiating or complying with that request or
requirement.
17.3 Enforcement costs

The Borrower shall, within ten (10) Business Days of demand, pay to the Facility Agent the amount of all costs and expenses (including legal fees)
incurred by it in connection with the administration, holding, enforcement of, or the preservation of any rights under, any Finance Document which, in
the case of administering or holding such rights, are reasonably and properly incurred.
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SECTION 7
18. REPRESENTATIONS
18.1 Status

The obligations expressed to be assumed by it in each Finance Document are, subject to any general principles of law as at the date of this Agreement
limiting its obligations which are specifically referred to in any legal opinion delivered pursuant to Clause 4 (Conditions of Utilisation), legal, valid,
binding and enforceable obligations subject to the laws of bankruptcy and other laws affecting the rights of creditors generally,

The entry into and performance by it of, and the transactions contemplated by, the Finance Documents do not and will not conflict with:

It has the power to enter into, perform and deliver, and has taken all necessary action to authorise its entry into, performance and delivery of, the
Finance Documents to which it is a party and the transactions contemplated by those Finance Documents.

(a) to enable it lawfully to enter into, exercise its rights and comply with its obligations in the Finance Documents to which it is a party; and
(b) to make the Finance Documents to which it is a party admissible in evidence in its jurisdiction of incorporation,
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(a) The choice of English law as the governing law of this Agreement and any other agreements designated as such by the Arranger and the Borrower
will be recognised and enforced in its jurisdiction of incorporation.

Under the law of its jurisdiction of incorporation it is not necessary that the Finance Documents or the Contract be filed, recorded or enrolled with any
court or other authority in that jurisdiction or that any stamp, registration or similar tax be paid on or in relation to the Finance Documents or the Contract
or the transactions contemplated by the Finance Documents or the Contract other than (a) the reporting to and filing of, this Agreement by the Borrower
with each of Bank Indonesia, the Department of Finance and the Foreign Commercial Loan Team; and (b) the payment of stamp duty of Rp6,000 on this
Agreement.
18.8 No default
(b) No other event or circumstance is outstanding which constitutes a default under any other agreement or instrument which is binding on it or any of its
Subsidiaries or to which its (or any of its Subsidiaries’) assets are subject which might have a Material Adverse Effect.

Any factual information provided in writing by any member of the Group to the Lenders was true and accurate in all material respects and did not omit to
include material information as at the date it was provided or as at the date (if any) at which it is stated and is not misleading in any material respect and
did not omit to include material information.
(a) Its Original Financial Statements were prepared in accordance with GAAP consistently applied unless expressly disclosed to the Facility Agent
in writing to the contrary before the date of this Agreement.
(b) Its Original Financial Statements fairly represent its financial condition and operations during the relevant financial year unless expressly
disclosed to the Facility Agent in writing to the contrary before the date of this Agreement.
(c) There has been no material adverse change in its business or financial condition since 31 December 2006 which could reasonably be expected
materially to affect the ability of the Borrower to observe or perform its payment obligations under this Agreement.

34
As far as the Borrower is aware, no litigation, arbitration or administrative proceedings of or before any court, arbitral body or agency which, if adversely
determined, might reasonably be expected to have a Material Adverse Effect have been started or threatened against it or any of its Subsidiaries.

Each member of the Group has performed and observed in all material respects all Environmental Law, Environmental Permits and all other material
covenants, conditions, restrictions or agreements directly or indirectly concerned with any contamination, pollution or waste or the release or discharge
of any toxic or hazardous substance in connection with any real property in the Republic of Indonesia which is or was at any time owned, leased or
occupied by any member of the Group or on which any member of the Group has conducted any activity where failure to do so might reasonably be
expected to have a Material Adverse Effect.

As far as the Borrower is aware, no Environmental Claim has been commenced is threatened against any member of the Group where that claim would
be reasonably likely, if determined against that member of the Group to have a Material Adverse Effect.
18.15 Taxation
18.16 No Immunity

Its execution of the Finance Documents constitutes, and its exercise of its rights and performance of its obligations hereunder will constitute, private and
commercial acts done and performed for private and commercial purposes.
18.18 Confirmation
Neither it nor any member of the Group has promised, offered or given a bribe to a domestic or foreign official and no such person nor anyone acting on
its behalf has engaged in or will engage in any such corrupt activity in connection with the export transaction contemplated by the Contract.
execution, delivery and performance of any of the Finance Documents that the Finance Parties should be licensed, qualified or otherwise entitled to carry
on business in Indonesia.
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(b) The Finance Parties are not deemed to be domiciled or carrying on business in Indonesia by reason only of the execution, performance or enforcement of
any of the Finance Documents.
18.20 Repetition
The Representations in this Clause 18 are deemed to be made by the Borrower (by reference to the facts and circumstances then existing) on the date of
each Utilisation. The Repeating Representations are deemed to be made by the Borrower (by reference to the facts and circumstances then existing) on
the first day of each Interest Period.

The undertakings in this Clause 19 (Information Undertakings) remain in force from the date of this Agreement for so long as any amount is outstanding
under the Finance Documents or any Commitment is in force.
(i) as soon as the same become available, but in any event within 180 days after the end of the Borrower’s relevant financial year, publish on its
website (http://www.indosat.com/) the Borrower’s audited consolidated financial statements in English for each financial year of the Borrower;
(ii) as soon as the same become available, but in any event within 60 days after the end of its financial half year, publish on its website
(http://www.indosat.com/) the Borrower’s unaudited consolidated financial statements in English for that period.
(b) If a Lender determines that publication of the financial statements listed at paragraphs (a)(i) and (ii) above on the Borrower’s website is not sufficient to
satisfy any law or regulation applicable to that Lender, the Borrower shall, following a request by that Lender, promptly supply a copy of its financial
statements.
(a) The Borrower shall supply to the Facility Agent as soon as the Borrower’s audited consolidated financial statements become available, but in any event
within 180 days after the end of the Borrower’s relevant financial year, a Compliance Certificate setting out (in reasonable detail) computations as to
compliance with Clause 20 (Financial Covenants) as at the date as at which those financial statements were drawn up.

The Borrower shall procure that each set of financial statements published (or delivered if applicable) pursuant to Clause 19.1 (Financial statements) is
prepared using GAAP.

dispatched;
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(b) promptly upon becoming aware of them, the details of any litigation, arbitration or administrative proceedings which are current, threatened or
pending against any member of the Group, and which might, if adversely determined, have a Material Adverse Effect; and
(c) promptly, such further information regarding the financial condition, business and operations of any member of the Group as any Finance Party
(through the Facility Agent) may reasonably request.
occurrence.
(b) Promptly upon a request by the Facility Agent, the Borrower shall supply to the Facility Agent a certificate signed by an Officer, on its behalf certifying
that no Default is continuing (or if a Default is continuing, specifying the Default and the steps, if any, being taken to remedy it).
19.6 Use of websites
(a) The Borrower shall promptly upon becoming aware of its occurrence notify the Facility Agent if:
(i) the electronic website designated by the Borrower and the Facility Agent (the “Designated Website”) cannot be accessed due to technical
failure;
(ii) the password specifications for the Designated Website come into existence or change;
(iii) any new information which is required to be provided under this Agreement is posted onto the Designated Website;
(iv) any existing information which has been provided under this Agreement and posted onto the Designated Website is amended; or
(v) the Borrower becomes aware that the Designated Website or any information posted onto the Designated Website is or has been infected by any
electronic virus or similar software.
If the Borrower notifies the Facility Agent under paragraph (a)(i) or paragraph (a)(v) above, all information to be provided by the Borrower under this
Agreement after the date of that notice shall be supplied in paper form unless and until the Facility Agent and each Website Lender is satisfied that the
circumstances giving rise to the notification are no longer continuing.
(b) Any Lender who accept information posted on the Designated Website as the method of communication may request, through the Facility Agent, one
paper copy of any information required to be provided under this Agreement which is posted onto the Designated Website. The Borrower shall comply
with any such request within ten (10) Business Days after receiving a written request from the Facility Agent.
19.7 “Know your customer” checks
(a) If:
(i) the introduction of or any change in (or in the interpretation, administration or application of) any law or regulation made after the date of this
Agreement;
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(ii) any change in the status of the Borrower after the date of this Agreement; or
(iii) a proposed assignment or transfer by a Lender of any of its rights and obligations under this Agreement to a party that is not a Lender prior to
such assignment or transfer,
obliges the Facility Agent or any Lender (or, in the case of paragraph (iii) above, any prospective new Lender) to comply with “know your customer” or
similar identification procedures in circumstances where the necessary information is not already available to it, the Borrower shall promptly upon the
request of the Facility Agent or any Lender supply, or procure the supply of, such documentation and other evidence as is reasonably requested by the
Facility Agent (for itself or on behalf of any Lender) or any Lender (for itself or, in the case of the event described in paragraph (iii) above, on behalf of
any prospective new Lender) in order for the Facility Agent, such Lender or, in the case of the event described in paragraph (iii) above, any prospective
new Lender to carry out and be satisfied it has complied with all necessary “know your customer” or other similar checks under all applicable laws and
regulations pursuant to the transactions contemplated in the Finance Documents.
(b) Each Lender shall promptly upon the request of the Facility Agent supply, or procure the supply of, such documentation and other evidence as is
reasonably requested by the Facility Agent (for itself) in order for the Facility Agent to carry out and be satisfied it has complied with all necessary
“know your customer” or other similar checks under all applicable laws and regulations pursuant to the transactions contemplated in the Finance
Documents.

In this Clause 20:

(b) the ratio of the aggregate Debt of the Group at the end of a Relevant Period to EBITDA of the Group in respect of such Relevant Period shall not
at any time exceed 3.5:1;
(c) the ratio of EBITDA of the Group for any Relevant Period to aggregate Interest Expense of the Group for that Relevant Period shall at all times
be at least 2.5:1; and
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Documents or any Commitment is in force unless the Facility Agent (acting on the instructions of the Majority Lenders) shall otherwise agree in writing.
21.1 Authorisations

Documents and to ensure the legality, validity, enforceability or admissibility in evidence in its jurisdiction of incorporation of any Finance Document.
(b) The Borrower shall not (and the Borrower shall ensure that no member of the Group will), promise, offer or give a bribe to a domestic or foreign official
and no such person nor anyone acting on its behalf has engaged in or will engage in any such corrupt activity in connection with the export transaction
contemplated by the Contract.

The Borrower shall not (and shall ensure that no Restricted Subsidiary will) enter into a single transaction or a series of transactions (whether related or
not and whether voluntary or involuntary) to sell, lease, transfer or otherwise dispose of any Project Property except as contemplated or permitted under
the Contract or the Finance Documents or any lease or licence of any transponders or transponder capacity.
In addition, if the Project Property is to be disposed of to a Subsidiary of the Borrower, the requisite prior written consent of the Majority Lenders shall
not be unreasonably withheld or delayed so long as (i) all rights enjoyed in respect of the Project Property by the Finance Parties will continue to be
enjoyed (so that the Subsidiary may need to novate and become liable to relevant parts of Finance Documents, (ii) the Borrower continues otherwise to
be bound by the terms of the Finance Documents, (iii) the Majority Lenders are satisfied with the identity of the direct and indirect minority shareholders
of the relevant Subsidiary and (iv) any necessary amending or supplementing documents and related legal opinions are acceptable to the Facility Agent.
39
(a) In relation to any Property that is not a Project Property, the Borrower shall not (and the Borrower shall ensure that no Restricted Subsidiary will), enter
into a single transaction or a series of transactions (whether related or not) and whether voluntary or involuntary to sell, lease, transfer or otherwise
dispose of such Property.
(i) any sale, lease, transfer or other disposal made in the ordinary course of business of the disposing entity (including in connection with the leasing
or procurement of any capacity of satellite transponders);
(iii) any sale, lease, transfer or other disposal where the higher of the market value or consideration receivable (when aggregated with the higher of
the market value or consideration receivable for any other sale, lease, transfer or other disposal, other than any permitted under paragraphs (i) to
(ii) above) does not exceed US$20,000,000 (or its equivalent in another currency or currencies) in any financial year;
(iv) any single or series of transactions involving the disposal and lease back of Indosat Towers where the higher of aggregate market value or
aggregate consideration receivable does not exceed 10% of Indosat’s total assets;
(v) any single or series of transactions involving any further disposal and lease back of Indosat Towers where the Facility Agent acting on the
instructions of the Majority Lenders is satisfied in its discretion and after consulting with accountants or telecommunications consultants, as it
deems appropriate, that the higher of aggregate market value or aggregate consideration receivable, when aggregated with the higher of market
value or consideration receivable under (iv) above does not exceed 20% of Indosat’s total assets, that the consideration received or receivable is
used to fund the Borrower’s business activities and operations and not to fund any dividend or distribution to its shareholders, and provided that
any such disposal and lease back: (i) is entered into with a counterparty which is competent to own and operate Telecommunication Assets and
will result in the Borrower or Group continuing to have sufficient use of and access to the Indosat Towers to allow it to carry on its business until
after the Final Maturity Date, (ii) will not have any adverse commercial impact to the business and financial standing of the Borrower, and
(iii) will be in compliance with the prevailing rules and regulations for telecommunications and related businesses in Indonesia; or
(vi) any single or series of transactions involving any additional disposal and lease back of Indosat Towers with the prior written consent of the
Facility Agent acting on instructions of the Majority Lenders, such consent not to be unreasonably withheld, where the higher of aggregate
market value or aggregate consideration receivable, when aggregated with the higher of aggregate market value or aggregate consideration
receivable under (iv) and (v) above exceeds 20% of Indosat’s
40
total assets, provided that, after consulting with accountants or telecommunications consultants, as it deems appropriate, that the consideration
received or receivable is used to fund the Borrower’s business activities and operations and not to fund any dividend or distribution to its
shareholders, and provided further that any such disposal and lease back: (i) is entered into with a counterparty which is competent to own and
operate Telecommunication Assets and will result in the Borrower or Group continuing to have sufficient use of and access to the Indosat
Towers to allow it to carry on its business until after the Final Maturity Date, (ii) will not have any adverse commercial impact to the business
and financial standing of the Borrower, and (iii) will be in compliance with the prevailing rules and regulations for telecommunications and
related businesses in Indonesia.

Borrower.
21.6 Insurance
The Borrower shall maintain insurances on and in relation to its business and assets with reputable underwriters or insurance companies against those
risks and to the extent as is usual for companies carrying on the same of substantially similar business in Indonesia, including third party liability
insurance.
21.7 Taxation
The Borrower shall (and it shall ensure that each member of the Group will) duly pay and discharge all Taxes imposed upon it or its assets (save to the
extent that (i) payment is being contested in good faith, (ii) adequate reserves are being maintained for those Taxes and (iii) payment can be lawfully
withheld).
21.8 Liens
(a) any Lien upon or with respect to any Project Property or assign any right to receive income from any Project Property; and
(b) any Lien upon or with respect to any Property that is not Project Property, whether owned at the date of this Agreement or thereafter acquired, or
any interest therein or any income or profits therefrom, provided that the provisions of this paragraph (b) shall not prevent the creation,
incurrence, assumption or existence of any Permitted Liens.

The Borrower shall not, and shall not permit any Restricted Subsidiary to, merge, consolidate or amalgamate with or into any other person (other than a
merger of a Wholly-Owned Subsidiary into the Borrower), or sell, transfer, assign, lease, convey or otherwise dispose of all or substantially all its
Property in any one transaction or series of transactions unless:
(a) the Borrower shall be the surviving person (the “Surviving person”) or, in the case of a merger, consolidation or amalgamation of a Restricted
Subsidiary, the Surviving person (if other than the Borrower) formed by such merger, consolidation or amalgamation or to which such sale,
transfer, assignment, lease, conveyance or disposition is made shall be a corporation organized and existing under the laws of the Republic of
Indonesia;
41
(c) immediately before and after giving effect to such transaction or series of transactions on a pro forma basis (and treating, for purposes of this
sub-Clause (c), any Debt that becomes, or is anticipated to become, an obligation of the Surviving person or any Restricted Subsidiary as a result
of such transaction or series of transactions as having been Incurred by the Surviving person or such Restricted Subsidiary at the time of such
transaction or series of transactions), no Default or Event of Default shall have occurred and be continuing.

The Borrower shall at its own cost comply with the following filing and notification requirements and provide evidence of the same to the Facility Agent
on request by the Facility Agent from time to time if required by applicable law or regulation in Indonesia:
(a) an initial report (accompanied by a copy of this Agreement) to Bank Indonesia, the Ministry of Finance and the Team for the Coordination of the
Management of Offshore Commercial Loans (the PKLN Team) within ten (10) days of the date of this Agreement;
(b) a monthly report of its payment obligations (and any other related information) under this Agreement to Bank Indonesia (in accordance with the
provisions and procedures of Bank Indonesia Regulation No. 2/22/PBI/2000 dated 2 October 2000 (as may be further amended), for so long as
such regulation remains in effect, on the Obligation to Report Offshore Loans and its implementing regulations prevailing from time to time);
(d) (in particular by Bank Indonesia Regulation No. 4/2/PBI/2002 dated 28 March 2002 as amended by Bank Indonesia Regulation No. S/V
PBI72003 dated 31 January 2003 (as may be further amended) and its implementing regulations prevailing from time to time), an appropriate
periodical foreign exchange flow activities report in connection with this Agreement, if failure to do so would materially impair:
42
(a) Following the first day that (a) the Borrower has Investment Grade Ratings from both Rating Agencies and (b) no Default has occurred and is continuing,
the Borrower may request the Facility Agent to agree on behalf of the Majority Lenders that the Borrower and the Restricted Subsidiaries will:
(i) Only be subject to the terms of Clause 21.4 (Disposal of non-Project Property) with the reference to “US$20,000,000” being replaced by a
reference to “5% of Equity”; and
(b) In the event that the Facility Agent notifies the Borrower that the Majority Lenders agree to that request (that notification date being the “Suspension
Date”), the Borrower and the Restricted Subsidiaries will only be subject to Clause 21.4 (Disposal of non-Project Property) in its amended form and will
not be subject to Clause 21.5 (Change of Business) from the Suspension Date to any subsequent date (the “Reversion Date”), when one or both of the
Rating Agencies withdraws its ratings or downgrades the ratings assigned to the Borrower below the required Investment Grade Ratings or a Default
occurs and is continuing, at which time the Borrower and the Restricted Subsidiaries will again be subject to the original form of Clause 21.4 (Disposal
of non-Project Property) and to Clause 21.5 (Change of Business). The period of time between the Suspension Date and the Reversion Date is referred to
in this Clause 21.11 as the “Suspension Period”. Notwithstanding the reinstatement, no Default will be deemed to have occurred as a result of a failure
to comply with Clause 21.4 (Disposal of non-Project Property) in its original form, and with Clause 21.5 (Change of Business) during the Suspension
Period.

22.1 Non-payment

43
(a) The Borrower does not comply with any provision of the Finance Documents (other than those referred to in Clause 19.5 (Notification of default) insofar
as it relates to notification of a Default which is not yet an Event of Default, Clause 22.1 (Non-payment) and Clause 22.2 (Financial covenants)).
Any representation or statement made or deemed to be made by the Borrower in the Finance Documents or any other document delivered by or on behalf
of the Borrower under or in connection with any Finance Document is or proves to have been incorrect or misleading in any material respect when made
or deemed to be made (a “misrepresentation”), unless the circumstances giving rise to the misrepresentation are capable of remedy and are remedied
within 30 days of written notice from the Facility Agent to the Borrower.
22.5 Cross default
(b) Any Debt of any member of the Group is declared to be or otherwise becomes due and payable prior to its specified maturity as a result of an event of
default (however described).
(d) No Event of Default will occur under this Clause 22.5 if the aggregate amount of Debt or commitment for Debt falling within paragraphs (a) to (d) above
is less than US$20,000,000 (or its equivalent in any other currency or currencies).
22.6 Insolvency
actual or anticipated financial difficulties, commences negotiations with one or more of its creditors with a view to rescheduling any of its indebtedness.

(a) the suspension of payments, a moratorium of any indebtedness, winding-up, dissolution, administration or reorganisation (by way of voluntary
arrangement, scheme of arrangement or otherwise) of any member of the Group other than a solvent liquidation or reorganisation of any member
of the Group which is not the Borrower;
44
(c) the appointment of a liquidator (other than in respect of a solvent liquidation of a member of the Group which is not the Borrower), receiver,
administrative receiver, administrator, compulsory or interim manager or other similar officer in respect of any member of the Group or any of
its assets; or

Any expropriation, attachment, sequestration, distress or execution affects any asset or assets of a member of the Group having an aggregate value of
US$20,000,000 and is not discharged or stayed within 30 days.
22.9 Unlawfulness
22.10 Repudiation

Any of:

22.13 Acceleration
45
(b) declare that all or part of the Loan, together with accrued interest, and all other amounts accrued or outstanding under the Finance Documents be
immediately due and payable, whereupon they shall become immediately due and payable; and/or
(c) declare that all or part of the Loan be payable on demand, whereupon they shall immediately become payable on demand by the Facility Agent
on the instructions of the Majority Lenders.
46
SECTION 8
CHANGES TO PARTIES

(b) transfer by novation any of its rights and obligations, to another bank or financial institution (the “New Lender”).
(a) The written consent of the Borrower (which shall not be unreasonably withheld or delayed) is required for an assignment or transfer by an Existing
Lender, unless a Default is continuing.
(i) receipt by the Facility Agent of written confirmation from the New Lender (in form and substance satisfactory to the Facility Agent) that the
New Lender will assume the same obligations to the other Finance Parties as it would have been under if it was an Original Lender; and
(ii) performance by the Facility Agent of all necessary “know your customer” or other similar checks under all applicable laws and regulations in
relation to such assignment to a New Lender.

The New Lender shall, on the date upon which the Transfer Certificate is delivered to the Facility Agent, pay to the Facility Agent (for its own account) a
fee of US$1,500.
(iii) below, that:
(i) it has made (and shall continue to make) its own independent investigation and assessment of the financial condition and affairs of the Borrower
and its related entities in connection with its participation in this Agreement and has not relied exclusively on any information provided to it by
the Existing Lender in connection with any Finance Document;
47
(ii) it will continue to make its own independent appraisal of the creditworthiness of the Borrower and its related entities whilst any amount is or
may be outstanding under the Finance Documents or any Commitment is in force; and
(ii) support any losses directly or indirectly incurred by the New Lender by reason of the non-performance by the Borrower of its obligations under
the Finance Documents or otherwise.
(a) Subject to the conditions set out in Clause 23.2 (Conditions of assignment or transfer) a transfer is effected in accordance with paragraph (c) below when
the Facility Agent executes an otherwise duly completed Transfer Certificate (in triplicate) delivered to it by the Existing Lender and the New Lender no
less than five (5) Business Days prior to the proposed Transfer Date. The Facility Agent shall, subject to paragraph (b) below, as soon as reasonably
practicable after receipt by it of a duly completed Transfer Certificate appearing on its face to comply with the terms of this Agreement and delivered in
accordance with the terms of this Agreement, execute that Transfer Certificate.
(b) The Facility Agent shall only be obliged to execute a Transfer Certificate delivered to it by the Existing Lender and the New Lender once it is satisfied it
has complied with all necessary “know your customer” or other similar checks under all applicable laws and regulations in relation to the transfer to
such New Lender.
(ii) the Borrower and the New Lender shall assume obligations towards one another and/or acquire rights against one another which differ from the
Discharged Rights and Obligations only insofar as the Borrower and the New Lender have assumed and/or acquired the same in place of the
Borrower and the Existing Lender;
48
(iii) the Facility Agent, the Arranger, the New Lender and other Lenders shall acquire the same rights and assume the same obligations between
themselves as they would have acquired and assumed had the New Lender been an Original Lender with the rights and/or obligations acquired or
assumed by it as a result of the transfer and to that extent the Facility Agent, the Arranger, and the Existing Lender shall each be released from
further obligations to each other under the Finance Documents; and

Certificate.
23.7 Exclusion of Facility Agent’s liability

In relation to any assignment or transfer pursuant to this Clause 23, each Party acknowledges and agrees that the Facility Agent shall not be obliged to
enquire as to the accuracy of any representation or warranty made by a New Lender in respect of its eligibility as a Lender.
23.8 Authorised signing of Transfer Certificate

The Borrower and each other Finance Party (except for the Lender and the New Lender seeking the relevant transfer) irrevocably authorise the Facility
Agent to sign each Transfer Certificate on their behalf as evidence of their consent to the proposed transfer.

Subject to the proviso below, as a condition to Lender being furnished with information by the Borrower pursuant to this Agreement, it agrees to treat
any information (whether prepared by the Borrower, its advisers or otherwise) which is furnished to it by or on behalf of the Borrower (the
“Confidential Information”) in accordance with the provisions of this Clause 23.7 and take or abstain from taking certain other actions set forth in this
Clause 23.7. The Confidential Information does not include information which (i) is already in the Lender’s possession, provided that such information is
not known to the Lender to be subject to another confidentiality agreement with or other obligation of secrecy to the Borrower or to another party, or
(ii) is or becomes generally available to the public other than as a result of a disclosure by the Lender or any of the Lender’s directors, officers,
employees, affiliates, agents or advisers (collectively, its “Representatives”), or (iii) becomes available to the Lender on a non-confidential basis from a
source other than the Borrower or its directors, officers, employees, agents or advisers, which source, to the best of the Lender’s knowledge after due
inquiry, is not known by the Lender to be bound by a confidentiality agreement with or other obligation of secrecy to the Borrower or another party.
Subject to the proviso below, the Lender agrees that the Confidential Information will be used solely for the purpose of the Finance Documents and that
such information will be kept strictly confidential by the Lender and its Representatives, provided, however, that (i) any of such information may be
disclosed to its Representatives who need to know such information for the purpose of the Finance Documents (it being understood that such directors,
officers, employees, agents and advisers shall be informed by the Lender of the confidential nature of such information and shall be instructed by the
Lender to treat such information confidentially and that the Lender will be responsible if they should fail to comply with such instruction), (ii) any
disclosure of such information may be made with the prior written consent of the Borrower, and (iii) any disclosure of such information may be made
pursuant to a subpoena or order
49
issued by a court of competent jurisdiction. In the event that the Lender receives a request or is required to disclose any such information under such
subpoena or order, it agrees (subject to compliance with applicable law or regulation) to (a) promptly notify the Borrower of such request or requirement,
(b) consult with the Borrower on the advisability of taking steps to resist or narrow such a request, and (c) if disclosure is required or deemed advisable,
cooperate with the Borrower in any attempt that it may make to obtain an order or other reliable assurance that confidential treatment will be accorded to
designated portions of such information,
provided that any Lender may disclose to any ministry or governmental department (in accordance with its usual practice) and, subject to the written
consent of the Borrower in the case of (a) and (b) below, any other person:
(a) to (or through) whom that Lender assigns or transfers (or may potentially assign or transfer) all or any of its rights and obligations under this
Agreement;
(b) with (or through) whom that Lender enters into (or may potentially enter into) any sub-participation in relation to, or any other transaction under
which payments are to be made by reference to, this Agreement or the Borrower;
(e) for whose benefit that the Lender charges, assigns or otherwise creates Security (or may do so) pursuant to Clause 23.10 (Security over Lenders’
rights)

Borrower, at any time charge, assign or otherwise create Security in or over (whether by way of collateral or otherwise) all or any of its rights under any
Finance Document to secure obligations of that Lender including:
(b) in the case of any Lender which is a fund, any charge, assignment or other Security granted to any holders (or trustee or representatives of holders) of
obligations owed, or securities issued, by that Lender as Security for those obligations or securities,
(c) release a Lender from any of its obligations under the Finance Document or substitute the beneficiary of the relevant charge, assignment or Security for
the Lender as a party to any of the Finance Documents; or
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23.12 Facility Office

A Lender may change its office through which it performs its obligations under this Agreement by not less than five (5) Business Days’ notice in writing
to the Facility Agent.
23.13 Universal succession (assignments and transfers)
(a) If a Lender is to be merged with any other person by universal succession, such Lender shall, at its own cost within forty-five days of that merger furnish
to the Facility Agent:
(i) an original or certified true copy of a legal opinion issued by a qualified legal counsel practising law in its jurisdiction of incorporation
confirming that all such Lender’s assets, rights and obligations generally have been duly vested in the succeeding entity who has succeeded to all
relationships as if those assets, rights and obligations had been originally acquired, incurred or entered into by the succeeding entity; and
(ii) an original or certified true copy of a written confirmation by either the Lender’s legal counsel or such other legal counsel acceptable to the
Facility Agent and for the benefit of the Facility Agent (in its capacity as agent of the Lenders) that the laws of Hong Kong and of the jurisdiction
in which the Facility Office of such Lender is located recognise such merger by universal succession under the relevant foreign laws,
whereupon a transfer and novations of all such Lender’s assets, rights and obligations to its succeeding entity shall have been, or be deemed to have been,
duly effected as at the date of the said merger.
(b) If such Lender, in a universal succession, does not comply with the requirements under this Clause 23.13 (Universal Succession (Assignments and
Transfers)), the Facility Agent has the right to decline to recognise the succeeding entity and demand such Lender and the succeeding entity to either sign
and deliver a Transfer Certificate to the Facility Agent evidencing the disposal of all rights and obligations of such Lender to that succeeding entity, or
provide or enter into such documents, or make such arrangements acceptable to the Facility Agent (acting on the advice of the Lender’s legal counsel
(any legal costs so incurred shall be borne by the relevant Lender) in order to establish that all rights and obligations of the relevant Lender under this
Agreement have been transferred to and assumed by the succeeding entity.

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SECTION 9
THE FINANCE PARTIES
25. ROLE OF THE FACILITY AGENT AND THE ARRANGER
25.1 Appointment of the Facility Agent
(b) Each other Finance Party authorises the Facility Agent to exercise the rights, powers, authorities and discretions specifically given to it under or in
connection with the Finance Documents together with any other incidental rights, powers, authorities and discretions.
25.2 Duties of the Facility Agent
(a) The Facility Agent shall promptly forward to a Party the original or a copy of any document which is delivered to the Facility Agent for that Party by any
other Party.
(e) The duties of the Facility Agent under the Finance Documents are solely mechanical and administrative in nature.

Except as specifically provided in the Finance Documents, the Arranger has no obligations of any kind to any other Party under or in connection with any
Finance Document.
(a) Nothing in this Agreement constitutes the Facility Agent or the Arranger as a trustee or fiduciary of any other person.
(b) Neither the Facility Agent nor the Arranger shall be bound to account to any Lender for any sum or the profit element of any sum received by it for its
own account.

The Facility Agent and the Arranger may accept deposits from, lend money to and generally engage in any kind of banking or other business with any
member of the Group.
25.6 Rights and discretions of the Facility Agent
(a) The Facility Agent may rely on:
52
(b) The Facility Agent may assume, unless it has received notice to the contrary in its capacity as Facility Agent for the Lenders that:
(c) The Facility Agent may engage, pay for and rely on the advice or services of any lawyers, accountants, surveyors or other experts.
(d) The Facility Agent may act in relation to the Finance Documents through its personnel and agents.
(f) Notwithstanding any other provision of any Finance Document to the contrary, neither the Facility Agent nor the Arranger is obliged to do or omit to do
anything if it would or might in its reasonable opinion constitute a breach of any law or regulation or a breach of a fiduciary duty or duty of
confidentiality.
(a) Unless a contrary indication appears in a Finance Document, the Facility Agent shall (i) exercise any right, power, authority or discretion vested in it as
Facility Agent in accordance with any instructions given to it by the Majority Lenders (or, if so instructed by the Majority Lenders, refrain from
exercising any right, power, authority or discretion vested in it as Facility Agent for the Finance Parties) and (ii) not be liable for any act (or omission) if
it acts (or refrains from taking any action) in accordance with an instruction of the Majority Lenders.
(b) Unless a contrary indication appears in a Finance Document, any instructions given by the Majority Lenders will be binding on all the Finance Parties.
(c) The Facility Agent may refrain from acting in accordance with the instructions of the Majority Lenders (or, if appropriate, the Lenders) until it has
received such security as it may require for any cost, loss or liability (together with any associated VAT) which it may incur in complying with the
instructions.
(d) In the absence of instructions from the Majority Lenders, (or, if appropriate, the Lenders) the Facility Agent may act (or refrain from taking action) as it
considers to be in the best interest of the Lenders.
(e) The Facility Agent is not authorised to act on behalf of a Lender (without first obtaining that Lender’s consent) in any legal or arbitration proceedings
relating to any Finance Document.
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Neither the Facility Agent nor the Arranger:
(a) is responsible for the adequacy, accuracy and/or completeness of any information (whether oral or written) supplied by the Facility Agent, the
Arranger, the Borrower or any other person given in or in connection with any Finance Document; or
(b) is responsible for the legality, validity, effectiveness, adequacy or enforceability of any Finance Document or any other agreement, arrangement
or document entered into, made or executed in anticipation of or in connection with any Finance Document.
(a) Without limiting paragraph (b) below, the Facility Agent will not be liable for any action taken by it under or in connection with any Finance Document,
unless directly caused by its gross negligence or wilful misconduct.
(b) No Party (other than the Facility Agent) may take any proceedings against any officer, employee or agent of the Facility Agent in respect of any claim it
might have against the Facility Agent or in respect of any act or omission of any kind by that officer, employee or agent in relation to any Finance
Document and any officer, employee or agent of the Facility Agent may rely on this Clause subject to Clause 1.3 ( Third party rights) and the provisions
of the Contracts (Rights of Third Parties) Act 1999.
(c) The Facility Agent will not be liable for any delay (or any related consequences) in crediting an account with an amount required under the Finance
Documents to be paid by it if it has taken all necessary steps as soon as reasonably practicable to comply with the regulations or operating procedures of
any recognised clearing or settlement system used by it for that purpose.
(d) Nothing in this Agreement shall oblige the Facility Agent or the Arranger to carry out any “ know your customer” or other checks in relation to any
person on behalf of any Lender and each Lender confirms to the Facility Agent and the Arranger that it is solely responsible for any such checks it is
required to carry out and that it may not rely on any statement in relation to such checks made by the Facility Agent or the Arranger.
25.10 Lenders’ indemnity to the Facility Agent

Each Lender shall (in proportion to its share of the Total Commitments or, if the Total Commitments are then zero, to its share of the Total Commitments
immediately prior to their reduction to zero) indemnify the Facility Agent, within three (3) Business Days of demand, against any cost, loss or liability
incurred by the Facility Agent (otherwise than by reason of the gross negligence or wilful misconduct of the Facility Agent) in acting as Facility Agent
under the Finance Documents (unless the Facility Agent has been reimbursed by the Borrower pursuant to a Finance Document).
25.11 Resignation of the Facility Agent
(a) The Facility Agent may resign and appoint one of its Affiliates as successor by giving notice to the other Finance Parties and the Borrower; alternatively
the Facility Agent may resign by giving notice to the other Finance Parties and the Borrower, in which case the Majority Lenders (after consultation with
the Borrower) may appoint a successor Facility Agent;
54
(b) If the Majority Lenders have not appointed a successor Facility Agent in accordance with paragraph (a) above within 30 days after notice of resignation
was given, the Facility Agent (after consultation with the Borrower) may appoint a successor Facility Agent.
(c) The retiring Facility Agent shall make available to its successor Facility Agent such documents and records and provide such assistance as its successor
Facility Agent may reasonably request for the purposes of performing its functions as Facility Agent under the Finance Documents.
(d) Upon the appointment of a successor, the retiring Facility Agent shall be discharged from any further obligation in respect of the Finance Documents but
shall remain entitled to the benefit of this Clause 25. Its successor and each of the other Parties shall have the same rights and obligations amongst
themselves as they would have had if such successor had been an original Party.
(e) After consultation with the Borrower, the Majority Lenders may, by notice to the Facility Agent, require it to resign in accordance with paragraph (a)
above. In this event, the Facility Agent shall resign in accordance with paragraph (a) above.
(a) The Facility Agent (in acting as Facility Agent for the Finance Parties) shall be regarded as acting through its respective agency division which in each
case shall be treated as a separate entity from any other of its divisions or departments.
(b) If information is received by another division or department of the Facility Agent, it may be treated as confidential to that division or department and the
Facility Agent shall not be deemed to have notice of it.


Lender confirms to the Facility Agent and the Arranger that it has been, and will continue to be, solely responsible for making its own independent
appraisal and investigation of all risks arising under or in connection with any Finance Document including but not limited to:
(b) the legality, validity, effectiveness, adequacy or enforceability of any Finance Document and any other agreement, arrangement or document
entered into, made or executed in anticipation of, under or in connection with any Finance Document;
connection with any Finance Document, the transactions contemplated by the Finance Documents or any other agreement, arrangement or
document entered into, made or executed in anticipation of, under or in connection with any Finance Document; and
55
(d) the adequacy, accuracy and/or completeness of any information provided by the Facility Agent, any Party or by any other person under or in
connection with any Finance Document, the transactions contemplated by the Finance Documents or any other agreement, arrangement or
document entered into, made or executed in anticipation of, under or in connection with any Finance Document.
25.15 Facility Agent’s Management Time

Any amount payable to the Facility Agent under Clause 15.3 (Indemnity to the Facility Agent), Clause 17 (Costs and Expenses) and Clause 25.10
(Lenders’ indemnity to the Facility Agent ) shall include the cost of utilising the Facility Agent’s management time or other resources and will be
calculated on the basis of such reasonable daily or hourly rates as the Facility Agent may notify to the Borrower and the Lenders.
25.16 Deduction from amounts payable by the Facility Agent

If any Party owes an amount to the Facility Agent under the Finance Documents the Facility Agent may, after giving notice to that Party, deduct an
amount not exceeding that amount from any payment to that Party which the Facility Agent would otherwise be obliged to make under the Finance
Documents and apply the amount deducted in or towards satisfaction of the amount owed. For the purposes of the Finance Documents that Party shall be
regarded as having received any amount so deducted.
25.17 Reference Banks

If a Reference Bank (or, if a Reference Bank is not a Lender, the Lender of which it is an Affiliate) ceases to be a Lender, the Facility Agent shall (in
consultation with the Borrower) appoint another Lender or an Affiliate of a Lender to replace that Reference Bank. If a Reference Bank ceases generally
to offer quotation for LIBOR, the Facility Agent shall (in consultation with the Borrower) appoint another bank or financial institution to replace that
Reference Bank.
25.18 Anti-money laundering

The Facility Agent may take and instruct any delegate to take any action which it in its sole discretion considers appropriate so as to comply with any
applicable law, regulation, request of a public or regulatory authority or any HSBC Group policy which relates to the prevention of fraud, money
laundering, terrorism or other criminal activities or the provision of financial and other services to sanctioned persons or entities. Such action may
include but is not limited to the interception and investigation of transactions on the depositor’s accounts (particularly those involving the international
transfer of funds) including the source of the intended recipient of fund paid into or out of the depositor’s accounts. In certain circumstances, such action
may delay or prevent the processing of the depositor’s instructions, the settlement of transactions over the depositor’s accounts or the Facility Agent’s
performance of its obligations under this Agreement. Where possible, the Facility Agent will endeavour to notify the depositor of the existence of such
circumstances. Neither the Facility Agent nor any delegate will be liable for any loss (whether direct or consequential and including, without limitation,
loss of profit or interest) caused in whole or in part by any actions which are taken by the Facility Agent or any delegate pursuant to this clause. For the
purposes of this clause, the “HSBC Group” means HSBC Holdings plc, its Subsidiaries and Affiliates.
56
(b) oblige any Finance Party to investigate or claim any credit, relief, remission or repayment available to it or the extent, order and manner of any
claim; or

(b) the Facility Agent shall determine whether the receipt or recovery is in excess of the amount the Recovering Finance Party would have been paid
had the receipt or recovery been received or made by the Facility Agent and distributed in accordance with Clause 28 (Payment Mechanics),
without taking account of any Tax which would be imposed on the Facility Agent in relation to the receipt, recovery or distribution; and
(c) the Recovering Finance Party shall, within three (3) Business Days of demand by the Facility Agent, pay to the Facility Agent an amount (the
“Sharing Payment”) equal to such receipt or recovery less any amount which the Facility Agent determines may be retained by the Recovering
Finance Party as its share of any payment to be made, in accordance with Clause 28.5 (Partial payments).

The Facility Agent shall treat the Sharing Payment as if it had been paid by the Borrower and distribute it between the Finance Parties (other than the
Recovering Finance Party) in accordance with Clause 28.5 (Partial payments).

On a distribution by the Facility Agent under Clause 27.2 (Redistribution of payments), the Recovering Finance Party will be subrogated to the rights of
the Finance Parties which have shared in the redistribution,

If any part of the Sharing Payment received or recovered by a Recovering Finance Party becomes repayable and is repaid by that Recovering Finance
Party, then:
(a) each Lender which has received a share of the relevant Sharing Payment pursuant to Clause 27.2 (Redistribution of payments) shall, upon request
of the Facility Agent, pay to the Facility Agent for account of that Recovering Finance Party an amount equal to the appropriate part of its share
of the Sharing Payment (together with an amount as is necessary to reimburse that Recovering Finance Party for its proportion of any interest on
the Sharing Payment which that Recovering Finance Party is required to pay); and
57
(b) that Recovering Finance Party’s rights of subrogation in respect of any reimbursement shall be cancelled and the Borrower will be liable to the
reimbursing Finance Party for the amount so reimbursed.
27.5 Exceptions
(a) This Clause 27 shall not apply to the extent that the Recovering Finance Party would not, after making any payment pursuant to this Clause, have a valid
and enforceable claim against the Borrower.
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SECTION 10
ADMINISTRATION
(a) On each date on which the Borrower or a Lender is required to make a payment under a Finance Document, the Borrower or that Lender shall make the
same available to the Facility Agent (unless a contrary indication appears in a Finance Document) for value on the due date at the time and in such funds
specified by the Facility Agent as being customary at the time for settlement of transactions in the relevant currency in the place of payment.
(b) Payment shall be made to such account in the principal financial centre of the country of that currency with such bank as the Facility Agent specifies.
(a) Each payment received by the Facility Agent under the Finance Documents for another Party shall, subject to Clause 28.3 (Distributions to the
Borrower), Clause 28.4 (Clawback) and Clause 25.16 (Deduction from amounts payable by the Facility Agent )) be made available by the Facility Agent
as soon as practicable after receipt to the Party entitled to receive payment in accordance with this Agreement (in the case of a Lender, for the account of
its Facility Office), to such account as that Party may notify to the Facility Agent by not less than five (5) Business Days’ notice with a bank in the
principal financial centre of the country of that currency.
(b) The Facility Agent shall distribute payments received by it in relation to all or any part of a Loan to the Lender indicated in the Facility Agent’s records
as being so entitled on that date, provided that the Facility Agent is authorised to distribute payments to be made on the date on which any transfer
becomes effective pursuant to Clause 23 (Changes to the Lenders) to the Lender so entitled immediately before such transfer took place regardless of the
period to which such sums relate.

The Facility Agent may (in accordance with Clause 29 (Set-Off) or otherwise apply any amount received by it for the Borrower in or towards payment
(on the date and in the currency and funds of receipt) of any amount due from the Borrower under the Finance Documents or in or towards purchase of
any amount of any currency to be so applied.
28.4 Clawback
(a) Where a sum is to be paid to the Facility Agent under the Finance Documents for another Party, the Facility Agent is not obliged to pay that sum to that
other Party (or to enter into or perform any related exchange contract) until it has been able to establish to its satisfaction that it has actually received that
sum.
(b) If the Facility Agent pays an amount to another Party and it proves to be the case that it had not actually received that amount, then the Party to whom
that amount (or the proceeds of any related exchange contract) was paid shall on demand refund the same to the Facility Agent together with interest on
that amount from the date of payment to the date of receipt by the Facility Agent calculated by it to reflect its cost of funds.
59
Documents, the Facility Agent shall apply that payment towards the obligations of the Borrower under the Finance Documents in the following order:
(i) first, in or towards payment pro rata of any unpaid fees, costs and expenses of the Facility Agent and the Arranger under the Finance Documents;

All payments to be made by the Borrower under the Finance Documents shall be calculated and be made without (and free and clear of any deduction
for) set-off or counterclaim.
28.7 Business Days
(b) During any extension of the due date for payment of any principal or Unpaid Sum under this Agreement interest is payable on the principal or Unpaid
Sum at the rate payable on the original due date.
(a) Subject to paragraphs (b) and (c) below dollars is the currency of account and payment for any sum from the Borrower under any Finance Document.
(a) Unless otherwise prohibited by law, if more than one currency or currency unit are at the same time recognised by the central bank of any country as the
lawful currency of that country, then:
(i) any reference in the Finance Documents to, and any obligations arising under the Finance Documents in, the currency of that country shall be
translated into, or paid in, the currency or currency unit of that country designated by the Facility Agent (after consultation with the Borrower);
and
60
(ii) any translation from one currency or currency unit to another shall be at the official rate of exchange recognised by the central bank for the
conversion of that currency or currency unit into the other, rounded up or down by the Facility Agent (acting reasonably).
(b) If a change in any currency of a country occurs, this Agreement will, to the extent the Facility Agent (acting reasonably and after consultation with the
Borrower) specifies to be necessary, be amended to comply with any generally accepted conventions and market practice in the relevant interbank market
and otherwise to reflect the change in currency.
29. SET-OFF
currency of either obligation. If the obligations are in different currencies, the Finance Party may convert either obligation at a market rate of exchange in
its usual course of business for the purpose of the set-off.

Any communication to be made under or in connection with the Finance Documents shall be made in writing and, unless otherwise stated, may be made
by fax or letter.
30.2 Addresses
The address, fax number and (if applicable) email address (and the department or officer, if any, for whose attention the communication is to be made) of
each Party for any communication or document to be made or delivered under or in connection with the Finance Documents is:
(c) in the case of the Facility Agent, that identified with its name below,
or any substitute address, fax number, email address or department or officer as the Party may notify to the Facility Agent (or the Facility Agent may
notify to the other Parties, if a change is made by the Facility Agent) by not less than five (5) Business Days’ notice.
30.3 Delivery
(a) Any communication or document made or delivered by one person to another under or in connection with the Finance Documents will only be effective:
61
(ii) if by way of letter, when it has been left at the relevant address or five (5) Business Days after being deposited in the post postage prepaid in an
envelope addressed to it at that address; or
(iii) if by way of email, if such email has complied with the rules under Clause 30.4 (Electronic communication).
and, if a particular department or officer is specified as part of its address details provided under Clause 30.2 (Addresses), if addressed to that department
or officer.
(b) Any communication or document to be made or delivered to the Facility Agent will be effective only when actually received by it and then only if it is
expressly marked for the attention of the department or officer identified with its signature below (or any substitute department or officer as it shall
specify for this purpose).
(a) Any communication to be made between the Facility Agent and a Lender under or in connection with the Finance Documents may be made by electronic
mail or other electronic means, if the Facility Agent and the relevant Lender:
(b) Any electronic communication made between the Facility Agent and a Lender will be effective only when actually received in readable form and in the
case of any electronic communication made by a Lender to the Facility Agent only if it is addressed in such a manner as the Facility Agent shall specify
for this purpose.
(i) in English; or
(ii) if not in English, and if so required by the Facility Agent, accompanied by a certified English translation and, in this case, the English translation
will prevail unless the document is a constitutional, statutory or other official document.
31.1 Accounts
In any litigation or arbitration proceedings arising out of or in connection with a Finance Document, the entries made in the accounts maintained by a
Finance Party are prima facie evidence of the matters to which they relate.
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Any certification or determination by a Finance Party of a rate or amount under any Finance Document is, in the absence of manifest error, conclusive
evidence of the matters to which it relates.

Any interest, commission or fee accruing under a Finance Document will accrue from day to day and is calculated on the basis of the actual number of
days elapsed and a year of 360 days or, in any case where the practice in the relevant interbank market differs, in accordance with that market practice.

If, at any time, any provision of the Finance Documents is or becomes illegal, invalid or unenforceable in any respect under any law of any jurisdiction,
neither the legality, validity or enforceability of the remaining provisions nor the legality, validity or enforceability of such provision under the law of
any other jurisdiction will in any way be affected or impaired.

No failure to exercise, nor any delay in exercising, on the part of any Finance Party, any right or remedy under the Finance Documents shall operate as a
waiver, nor shall any single or partial exercise of any right or remedy prevent any further or other exercise or the exercise of any other right or remedy.
The rights and remedies provided in this Agreement are cumulative and not exclusive of any rights or remedies provided by law.
(a) Subject to Clause 34.2 (Exceptions), terms of this Agreement may not be amended or waived without the consent of the Majority Lenders and the
Borrower and any such amendment or waiver will be binding on all Parties.
(b) The Facility Agent may effect, on behalf of any Finance Party, any amendment or waiver permitted by this Clause 34.
(c) An amendment or waiver which relates to the rights or obligations of the Facility Agent or the Arranger may not be effected without the consent of the
Facility Agent or the Arranger.
34.2 Exceptions
(ii) a reduction in the Margin or a reduction in the amount of any payment of principal, interest, fees or commission payable;
(iii) an extension of a Repayment Date or Interest Payment Date, any increase to any Commitment or any other clause a change to which expressly
requires the consent of all the Lenders; or
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35. DEFINED TERMS IN CONTRACT

In order to achieve consistency between the Finance Documents, the COface Facility and the Sinosure Facility, any amendment to the Contract affecting
definitions incorporated in to the Finance Documents may only be effective and binding by a written confirmation from the Facility Agent to the
Borrower under this Agreement and an equivalent written confirmation to the Borrower by the facility agent for the COFACE Lenders under the
COFACE Facility and by the facility agent for the Sinosure Lenders under the Sinosure Facility.
36. COUNTERPARTS
Each Finance Document may be executed in any number of counterparts, and this has the same effect as if the signatures on the counterparts were on a
single copy of the Finance Document.
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SECTION 11
37. GOVERNING LAW

38. ARBITRATION
All dispute arising out of or in connection with this Agreement shall be finally settled in Singapore under the Rules of Arbitration of the International
Chamber of Commerce (“the Rules”) by one or more arbitrators appointed in accordance with the said Rules.
For the avoidance of doubt, and as an independent stipulation, this agreement to arbitrate in Singapore is not intended to be and shall not be construed as
a submission by either party to the jurisdiction of the Singapore courts.
65
SCHEDULE 1

The Hongkong and Shanghai Banking Corporation (Jakarta Branch) US$ 27,057,004
66
SCHEDULE 2
1. The Borrower
1.2 A copy of a resolution of the board of commissioners of the Borrower approving the financing and the terms of, and the transactions contemplated by,
the Finance Documents to which it is a party and:
(i) authorising a specified person or persons to execute the Finance Documents to which it is a party on its behalf; and
(ii) authorising a specified person or persons, on its behalf, to sign and/or despatch all documents and notices (including the Utilisation Request) to
be signed and/or despatched by it under or in connection with the Finance Documents to which it is a party.
1.3 A specimen of the signature of each person authorised by the resolution referred to in paragraph 1.2 above.
1.4 A certificate of the Borrower (signed by a director) confirming that borrowing the Total Commitments would not cause any borrowing or similar limit
binding on the Borrower to be exceeded.
1.5 A certificate of an authorised signatory of the Borrower certifying that each copy document relating to it specified in this Schedule 2 is correct, complete
and in full force and effect as at a date no earlier than the date of this Agreement.
2. Legal opinions
3.1 Original copies of any other Finance Documents not previously listed in this Schedule 2 executed by the parties thereto.
3.2 Evidence that any agent for service of process, in relation to any proceedings before the Singapore arbitration in connection with any Finance Document,
has accepted its appointment.
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3.4 Evidence that the fees, costs and expenses then due from the Borrower pursuant to Clause 12 (Fee) and Clause 17 (Costs and Expenses) have been paid
or will be paid by the Utilisation Date.
3.5 A copy of the approval from the Board of Commissioners and the Board of Directors of the Borrower and any other Authorisation or other document,
opinion or assurance which the Facility Agent considers (acting on the instructions of the Majority Lenders) to be necessary or desirable (if it has notified
the Borrower accordingly) in connection with the entry into and performance of the transactions contemplated by any Finance Document or for the
validity and enforceability of any Finance Document.
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SCHEDULE 3
FORM OF UTILISATION REQUEST
Utilisation Request
From: [Borrower]
TO: [FacilityAgent]
Dated:
Dear Sirs
[PT INDOSAT TBK] – Commercial Facility Agreement

dated [ ] (the “Facility Agreement”)
1. We refer to the Facility Agreement. This is a Utilisation Request. Terms defined in the Facility Agreement shall have the same meaning in this
Utilisation Request.
2. We wish to borrow the Loan on the following terms:
Proposed Utilisation Date: 1 April 2008
Amount: [ ]
3. We confirm that each condition specified in Clause 4.2 (Further conditions precedent) is satisfied on the date of this Utilisation Request.
4. The proceeds of this Loan should be credited to [account].
5. This Utilisation Request is irrevocable.
Yours faithfully
…………………………………
authorised signatory for
[PT INDOSAT TBK]
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SCHEDULE 4
To: The Hongkong and Shanghai Banking Corporation Limited as Facility Agent
Dated:
PT Indosat Tbk – Commercial Facility Agreement

2.1 The Existing Lender and the New Lender agree to the Existing Lender transferring to the New Lender by novation all or part of the Existing Lender’s
Commitment, rights and obligations referred to in the Schedule in accordance with Clause 23.5 (Procedure for transfer).
2.3 The Facility Office and address, fax number and attention details for notices of the New Lender for the purposes of Clause 30.2 (Addresses) are set out in
the Schedule.
2.4 The New Lender confirms that it is a “New Lender” within the meaning of Clause 23 (Changes to the Lenders).
4. This Transfer Certificate may be executed in any number of counterparts and this has the same effect as if the signatures on the counterparts were on a
single copy of this Transfer Certificate.
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THE SCHEDULE

By: By:
Facility Agent for itself and on behalf of each other Finance Party and the Borrower
The Hongkong and Shanghai Banking Corporation Limited
By:
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SCHEDULE 5
TIMETABLES
Delivery of the Utilisation Request under 5 (Utilisation). U-5 9.30am Hong Kong time
Facility Agent notifies the Lenders of the Utilisation U-5 3.00pm Hong Kong time
LIBOR is fixed Quotation Day (U-2) at or about 11:00 a.m. (London time)
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SCHEDULE 6
Dated:
Dear Sirs

2. We confirm that:
Signed:
Officer of
PT Indosat Tbk
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SIGNATURES
THE BORROWER
PT INDOSAT TBK
By:
Address: Jl. Medan Merdeka Barat No. 21 Jakarta 10110, Indonesia
Fax: +62 21 3483 3077
THE ARRANGER
By:
Name: Mervyn Fong Mun Ngin
Title: Deputy Chief Executive Officer, HSBC Indonesia
Address: World Trade Center, 3 rd floor, Jl. Jend. Sudirman Kav. 29-31, Jakarta 12910, Indonesia
Fax: +62 21 5271240
Attention: Debt Capital Markets
THE FACILITY AGENT
THE HONGKONG AND SHANGHAI BANKING CORPORATION LIMITED
By:
Address: Level 30, HSBC Main Building, 1 Queen’s Road Central, Hong Kong
Fax: +852 2523 4641
Attention: Corporate Trust and Loan Agency
THE ORIGINAL LENDERS
By:
Title: Deputy Chief Executive Officer, HSBC Indonesia
Address: World Trade Center, 3 rd floor, Jl. Jend. Sudirman Kav. 29-31, Jakarta 12910, Indonesia
Fax: +62 21 5271240
Attention: Corporate Banking
74
Exhibit 15.13
[Official Translation]
ADDENDUM
TRUSTEESHIP AGREEMENT
FOR BONDS OF INDOSAT VI YEAR 2008
AT FIXED INTEREST RATE
–Number : 26.–
–At 16.00 (sixteen hundred hours) Western Indonesian Time.
–On this day, Monday, on 17-03-2008 (the seventeenth day of March two thousand eight).
–Appearing before me, Mistress POERBANINGSIH ADI WARSITO , Bachelor of Law, Notary Public practicing in Jakarta, in the presence of witnesses
who are known to me, Notary Public, and whose names shall be mentioned at the conclusion of this deed;
I. Mister JOHNY SWANDI SJAM, born in Jakarta, on the 15-08-1960 (the fifteenth day of August one thousand nine hundred sixty), Indonesian
Citizen, President Director of a company mentioned hereinunder, residing in East Jakarta, at Jalan Pulo Asem I number: 10, Neighborhood
Association 003, Community Association 001, Jati Sub-District, Pulo Gadung District.
–The Holder of Residential Identity Card number:09.5402.150860.0425.
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Jakarta, 7 April 2008
I, Uki Ukanto, a sworn and authorized translator by virtue of Decree of

Governor of Jakarta No. 2238/2004, certify that the above is true and
accurate English version translated from its original Indonesian text.
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–According to his statement in this matters acting in his capacity so set forth hereinabove, and therefore shall represent Board of Directors, while in
order to execute legal act hereinunder according to his statement has obtained approval from Board of Commissioner, PT. Indosat Tbk, one and
another as transpired under RESOLUTION OF THE BOARD OF COMMISSIONERS OF PT INDOSAT Tbk., dated 19-11-2007 (the nineteenth
day of November two thousand seven) whose the original is shown to me, Notary Public, of and therefore for and on behalf of and as such shall
lawfully represent PT INDOSAT Tbk, having its domicile in Jakarta whose articles of associations and the amendments made thereto shall be
contained in:
– Deed dated 08-03-2004 (the eighth day of March two thousand four) number:07, drawn up and passed before me, Notary Public, the
report of amendment to article of association of which has been accepted and recorded in the Database of Legal Entity Development
Management Information System (Sisminbakum) Directorate General of Common Law Administration, Ministry of Law and Human
Rights
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TH
the Republic of Indonesia, dated 08-03-2004 (the eight day of March two thousand four) number C-05582 HT.01.04 .2004;
– Deed dated 30-9-2004 (the thirtieth day of September two thousand four) number:145, drawn up and passed before AULIA TAUFANI,
Bachelor of Law, then as alternate notary for SUTJIPTO, Bachelor of Law, Notary Public practicing in Jakarta, that has obtained
approval from Minister of Law and Human Rights of the Republic of Indonesia by virtue of letter dated 02-12-2004 (the second day of
December two thousand four) number: C-29270 HT.01.04.TH.2004 and whose report of articles of association and amendment has been
accepted and recorded in the Database of Legal Entity Development Management Information System (Sisminbakum) Directorate
General of Common Law Administration, Ministry of Justice and Human Rights the Republic of Indonesia dated 08-12-2004 (the eighth
day of December two thousand four) number: C-00088 HT.01.04.TH.2005;
– Deed dated 15-01-2005 (the fourteenth day of January two thousand five) number:79, drawn up and
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passed before AULIA TAUFANI, Bachelor of Law, then as alternate notary for SUTJIPTO, Bachelor of Law, Notary Public practicing
in Jakarta, whose report of articles of association and amendment has been accepted and recorded in the Database of Legal Entity
Development Management Information System (Sisminbakum) Directorate General of Common Law Administration, Ministry of Justice
and Human TH
Rights the Republic of Indonesia, dated 04-02-2005 (the fourth day of February two thousand five) number: C-03065
HT.01.04 .2005;
– Deed dated 28-04-2005 (the twenty eighth day of April two thousand five) number:150, drawn up and passed before AULIA TAUFANI,
Bachelor of Law, then as alternate notary for SUTJIPTO, Bachelor of Law, notary Public practicing in Jakarta, the notice of which has
been accepted and recorded in the Database of Legal Entity Development Management Information System (Sisminbakum) Directorate
General of Common Law Administration, Ministry of Law and Human Rights the Republic of Indonesia, dated 19-05-2005 (the
nineteenth day of May two thousand five) number C-13673 HT.01.04.TH.2005;
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– Deed dated 22-07-2005 (the twenty second day of July two thousand five) number:157, drawn up and passed before AULIA TAUFANI,
General of Common Law Administration, Ministry of Law and Human Rights the Republic of Indonesia, dated 08-08-2005 (the eighth
day of August two thousand five) number C-21968 HT.01.04.TH.2005;
– Deed dated 21-10-2005 (the twenty first day of October two thousand five) number:145, drawn up and passed before AULIA TAUFANI,
General of Common Law Administration, Ministry of Law and Human Rights the Republic of Indonesia, dated 02-12-2005 (the second
day of December two thousand five) number C-32142 HT.01.04.TH.2005;
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sixteenth day of December two thousand five) number C-33508 HT.01.04.TH.2005;
– Deed dated 23-01-2006 (the twenty third day of January two thousand six) number:122, drawn up and passed before AULIA TAUFANI,
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General of Common Law Administration, Ministry of Law and Human Rights the Republic of Indonesia, dated 15-02-2006 (the fifteenth
day of February two thousand six) number C-04216 HT.01.04.TH.2006;
– Deed dated 05-05-2006 (the fifth day of May two thousand six) number:31, drawn up and passed before AULIA TAUFANI, Bachelor of
Law, then as alternate notary for SUTJIPTO, Bachelor of Law, notary Public practicing in Jakarta, the notice of which has been accepted
and recorded in the Database of Legal Entity Development Management Information System (Sisminbakum) Directorate General of
Common Law Administration, Ministry of Law and Human Rights the Republic of Indonesia, dated 02-06-2006 (the second day of June
two thousand six) number C-16129 HT.01.04.TH.2006;
– Deed dated 21-09-2006 (the twenty first day of September two thousand six) number:129, drawn up and passed before AULIA
TAUFANI, Bachelor of Law, then as alternate notary for SUTJIPTO, Bachelor of Law, notary Public practicing in Jakarta, the notice of
which has been accepted and recorded in
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the Database of Legal Entity Development Management Information System (Sisminbakum) Directorate General of Common Law
Administration, Ministry of Law and Human Rights the Republic of Indonesia, dated 05-10-2006 (the fifth day of October two thousand
six) number W7-HT.01.04-1787;
– Deed dated 09-11-2006 (the ninth day of November two thousand six) number:38, drawn up and passed before AULIA TAUFANI,
General of Common Law Administration, Ministry of Law and Human Rights the Republic of Indonesia, dated 28-11-2006 (the twenty
eighth day of November two thousand six) number W7-HT.01.04-4134;
The recent Structure of Board of Directors and Board of Commissioners as transpired under deed dated 05-06-2007 (the fifth day of June two
thousand seven) number:12, drawn up and passed before AULIA TAUFANI, Bachelor of Law, then as alternate notary for SUTJIPTO, Bachelor of
law, Notary Public practicing in Jakarta.
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–(PT INDOSAT Tbk, hereinafter shall be referred to as “Issuer”).
II. –Mister LELI SUBARNAS, born in Tasikmalaya, on 01-01-1964 (the first day of January one thousand nine hundred sixty four), Indonesian
Citizen, Group Head Trust & Corporate Services from the company mentioned hereinunder, residing in South Jakarta, at Jalan Simaskot number:2,
Neighborhood Association 007, Community Association 006, Cipete Selatan Sub-District, Cilandak District.
–According to his statement in this matters acting in his capacity by virtue of power of attorney vested to him dated 09-08-2007 (the ninth day of
August two thousand seven) number: B.417-DIR/KUI/TRY/08/2007, made sub rosa, bearing sufficient stamp duty, the original of which is shown
to me, Notary Public, of and therefore for and on behalf of and shall lawfully represent:
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– Mister ABDUL SALAM, Director of Finance of Company shall be mentioned hereinunder, Indonesian Citizen, residing in Jakarta.
Authorizing Person/Authorizer of which in this matter shall represent and duly acting in his capacity, and therefore duly represent Board of
Directors, of and as such act for and on behalf of and lawfully represent LIMITED LIABILITY COMPANY (Limited by Shares) OF BANK
RAKYAT INDONESIA Tbk or abbreviated PT BANK RAKYAT INDONESIA (Limited by Shares) Tbk, whose articles of association have been
announced in State Gazettes of the Republic of Indonesia dated 11-09-1992 (the eleventh day of September one thousand nine hundred ninety two)
Number:73 Supplement to the State Gazette of the Republic of Indonesia Number:3A and most recently contained in State Gazettes of the Republic
of Indonesia dated 04-11-2003 (the fourth day of November two thousand three) number: 88 Supplement Number:11053. The Recent Structure of
member of Board of Directors and Board of Commissioner shall be contained under deed dated 08-11-2007 (the eighth day of November two
thousand seven) number:69, drawn up and passed before IMAS FATIMAH, Bachelor of Law, Notary public practicing in Jakarta.
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–Who has obtained Certificate of Registration as Trustee dated 11-06-1996 (the eleventh day of June one thousand nine hundred ninety six) number:
08/STTD WA/PM/1996 so issued by Capital Market Supervisory Agency (BAPEPAM).
(PT Bank Rakyat Indonesia (Limited by Shares) Tbk hereinafter shall be referred to as “Trustee”);
–The appearing person respectively acting in their capacity set forth hereinabove shall first declare the following matters under this deed:
1. That Issuer shall issue and offer:
a. Bonds to the Public through Public Offering namely “BONDS OF INDOSAT VI YEAR 2008 AT FIXED INTEREST RATE” at the
principal sum of Rp.1,080,000,000,000.00 (one trillion eighty billion Rupiah) consisting of:
– A-Series Bonds within the effective period of 5 (five) years as of the date of the issue; and
– B-Series Bonds within the effective period of 7 (seven) years as of the date of the issuer;
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b. Sukuk Ijarah to the Public through Public Offering namely “SUKUK IJARAH INDOSAT III YEAR 2008”, at the sum of
Rp.570,000,000,000.00 (five hundred fifty billion Rupiah), within the effective period of 5 (five) years as of the date of the issue;
hereinafter shall be registered/listed in Stock Exchange;
2. That for the purpose of issue of bonds, The Issuer has obtained rating in respect of long term debt instrument at the rating of id AA+ (Double A
Plus; Stable Outlook) of PT Pemeringkat Efek Indonesia, as transpired by virtue of its letter dated 06-02-2008 (the sixth day of February two
thousand eight) number:083/PEF-Dir/II/2008.
3. That for the purpose of Public Offering of this Bonds, the Issuer has appointed PT Bank Rakyat Indonesia (Limited by Shares) Tbk, as Trustee
pursuant to law of Capital Market and Article 6 Law Number:7 year 1992 (one thousand nine hundred ninety two) dated 25-03-1992 (the twenty
fifth day of March one thousand nine hundred ninety two) regarding
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Banking so amended by Law Number:10 year 1998 (one thousand nine hundred ninety eight) dated 10-11-1998 (the tenth day of November one
thousand nine hundred ninety eight) regarding Amendment to Law Number: 7 year 1992 (one thousand nine hundred ninety two).
4. That in accordance with provision set forth in Article 70 paragraph 1 of Law of Capital Market and Regulation Number: IX.A.2. regarding
Procedures of Registration For the Purpose of Public Offering as contained in Attachment of Decree of Capital Market Supervisory Agency
(Bapepam) Number:Kep 25/PM/2003 dated 17-07-2003 (the seventh day of July two thousand three), in order to conduct the following issue and
Public Offering:
(a) The Issuer shall be obliged and therefore has declared the Statement of Registration to the Chairman Capital from Supervisory Agency
for Capital Market and Financial Institution (Bapepam & LK) ;
(b) The Statement of Registration shall be duly effective and
(c) The Issuer shall be obliged to comply with the requirement of registration set out in Stock Exchange in accordance with the prevailing
laws and regulations.
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5. That pursuant to provision of Article 52 of Law of Capital Market, both the Issuer and Trustee hereto shall hereby enter into Agreement of Trustee
of Bonds of VI INDOSAT YEAR AT FIXED INTEREST RATE as transpired under the deed of me, the Notary Public, dated 18-02-2008 (the
eighteenth day of February two thousand eight) number:29 as amended in its entirety under this deed regulating in detail any and all rights and
obligations of the Issuer, the holder of Bonds and Trustee;
6. That for the purpose of Bonds Public Offering hereunder, the Issuer hereto shall appoint PT. DANAREKSA SEKURITAS and PT. MANDIRI
SEKURITAS, both having its domicile in Jakarta, as Underwriter of Issue and Bonds Conduct who shall be held liable for the Implementation and
Administrative Procedures in respect of Bonds Public Offering and subsequently PT DANAREKSA SEKURITAS and PT MANDIRI SEKURITAS
hereto have approved the appointment made thereto as the Underwriter of such Bonds Issue Conduct, one and
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another as transpired under Agreement of Warranty for the Issue of Bonds dated 18-02-2008 (the eighteenth day of February two thousand eight)
number:30 as amended by virtue of deed dated on this Monday, 17-03-2008 (the seventeenth day of March two thousand eight) number:28, both
shall be drawn up and passed before me, Notary Public.
7. That in connection with Public Offering of this Bonds, the Issuer hereto has appointed PT. Kustodian Sentral Efek Indonesia (“KSEI”), a limited
liability company having its domicile in Jakarta, to act as an Paying agent made sub rosa, bearing sufficient stamp duty, dated 18-02-2008 (the
eighteenth day of February two thousand eight) number: SP-011/AP/KSEI/0208.
8. That for the purpose of Public Offering of this Bonds, the Issuer hereto shall require collective Custodian services of KSEI in accordance with
provision set forth in Regulation of KSEI and Agreement Regarding Registration of Bonds in KSEI made sub rosa, bearing sufficient stamp duty,
dated 18-02-2008 (the eighteenth day of February two thousand eight) number: SP-011/PO/KSEI/0208.
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9. That in connection with Public Offering, the Issuer hereto shall appoint PT. Bursa Efek Indonesia (Indonesian Stock Exchange), having its domicile
in Jakarta, to record of Bonds, in accordance with provision so set out in Preliminary Agreement of Bonds Record dated 05-03-2008 (the fifth day of
March two thousand eight) number: FP-012/BEI/PFU/03-2008.
10. That under Agreement of Trusteeship dated 18-02-2008 (the eighteenth day of February two thousand eight) number:29 drawn up and
passed before me, Notary Public the Principal sum of Bonds Seri A and Seri B regarding interest rate and the existence of demand so filed
by the competent party to be changed and/or to be added in the aforementioned Agreement of Trusteeship have not been not mentioned and
regulated.
–In connection with foregoing premises, the appearing persons acting in their respective capacity, hereto shall hereby wish and intend to amend and/or add
provision contained under the said Agreement of Trusteeship. Subsequently it shall be read as follows:
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Article 1
DEFINITION
Unless otherwise expressly stated, any and all terms written beginning with capital letter of this Agreement of Trusteeship shall have the following meaning:
1.1 “Addendum of Agreement of Trusteeship” means amendment and/or addendum to the Agreement of Trusteeship.
1.2 “Affiliates or affiliated party” pursuant to Law of Capital Market means:
(a) Family relationship due to marriage and descendant or lineage until the second degree, either horizontally or vertically
(b) Relationship among the parties and employee, Directors or Commissioners of such parties;
(c) Relationship between 2 (two) companies in which there is one or more similar members of Board of Directors and Board of
Commissioners;
(d) Relationship between company and the party both directly and indirectly controlling or being controlled by the aforementioned company;
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(e) Relationship between 2 (two) companies as controlled both directly and indirectly by the similar party; or
(f) Relationship between company and main shareholder.
1.3. “Paying agent” means KSEI, so appointed under a written agreement by the Issuer and shall be obliged to assist in respect of Bonds Interest Full
Payment and/or Principal Bonds Full Payment as well as penalty (if any) to the Holder of Bonds through the Holder of Account for and on behalf of
the Issuer, on the basis of Rights and Obligations as regulated under Agreement of Paying Agent.
1.4. “Collateral Security and Guarantee” means any and all kinds of Collateral Security and guarantee in respect of assets and properties, assets and
revenue of certain parties so provided in connection with the obligations or other parties obligations, including but not limited to Proprietary Right,
mortgage, pledge, fiduciary, collateral security (borgtocht) and/or corporate guarantee.
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1.5. “Permitted Collateral Security and Guarantee” means:
a. Collateral Security and Guarantee of Issuer or Subsidiary that has been existing and/or being in the process of guarantee administration at
the signing of this deed, provided that if the assets as the object of Collateral Security and Guarantee so mentioned hereinabove have
been released as the guarantee, then the aforementioned assets shall be able to be rebounded to be as Security and Guarantee for the
purpose of party rather than the Holder of Bonds;
b. Collateral Security and Guarantee from the party merging the Issuer or Subsidiary, or from other party to be as Subsidiary of Issuer,
provided that the said Collateral Security and Guarantee have been existing/available before the said party merges or to be Subsidiary of
the issuer, and if the assets as the object of Collateral Security and Guarantee have been released as the guarantee, one and another
matters as a result of consolidation made between the Issuer and Subsidiary, then subsequently the aforementioned assets shall be able to
be rebound to be as
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Collateral Security and Guarantee for the purpose of party in addition to the Holder of Bonds;
c. Collateral Security and Guarantee so provided for the purpose of tender or deposit process, or in order to warrant tax payment, import
duty, or leasing/rental matters;
d. Collateral Security and Guarantee as provided to warrant certain obligations in connection with commercial debt of the Issuer or
Subsidiary as reasonably performed in their daily respective business;
e. Collateral Security and Guarantee in connection with reserve of tax payable;
f. Collateral Security and Guarantee for the purpose of asset acquisition finance through credit in general, exporting credit or supplier, and
finance of vendor or business rental, in which such assets shall be the object of Collateral Security and Guarantee for the said finance and
in the event that additional Collateral Security and Guarantee remain to be required for the purpose of such finance, then the said
additional Collateral Security and
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Guarantee shall be permitted in so far such additional Collateral Security and Guarantee shall be granted in reasonable value in
accordance with general banking practice;
g. Collateral Security and Guarantee arising due to decree of court which has final and conclusive force of law or which has been executed
by competent apparatus;
h. Collateral Security and Guarantee provided for the purpose of finance in respect of cooperation project implementation of the Issuer or
Subsidiary and such other parties in which the aforementioned finance in respect of such project is provided by such other parties
(including the party with whom either the Issuer or Subsidiary holds cooperation);
i. Collateral Security and Guarantee in respect f such other assets from the Issuer arising due to business development or expansion of the
Issuer whose value shall not be more than 10% (ten percent) of the total assets of the Issuer as transpired under the latest financial
statement of the Issuer.
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1.6. “Subsidiary” means any companies so set forth as follows:
a. Whose ownership over the shares either directly or indirectly shall be authorized by the Issuer at least at the sum of 50% (fifty percent)
of total shares issued in relevant company; and
b. Whose financial statement is consolidated by the Issuer in accordance with the finance accounting standard principal that is applicable in
Indonesia.
1.7 “Custodian Bank” means public bank that has obtained approval from Supervisory Agency for Capital Market and Financial Institution (Bapepam &
LK) in order to perform business as Custodian.
1.8. “Bapepam and LK” means Supervisory Agency for Capital Market and Financial Institution as referred to in Decree of Minister of Finance of the
Republic of Indonesia Number:606/KMK.01/005 dated 30-12-2005 (the thirtieth day of December two thousand five) regarding Organization and
Working Procedure of Supervisory Agency for Capital Market and Financial Institution, or the successors, proxies and the assigns.
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1.9. “Interest of Bonds” means the sum of Bonds Interest per year that shall be paid by the Issuer to the Holder of Bonds, in accordance with provision
set out in Article 5 of Agreement of Trusteeship.
1.10 “Stock Exchange” means stock exchange as defined under Article 1 point 4 of Law of Capital Market in this matter it is performed by PT Bursa
Efek Indonesia, having its domicile in Jakarta, or its alternate and/or successor or any other markets so determined hereafter, where both Bonds and
Sukuk Ijarah are listed/registered.
1.11 “Ijarah Remuneration Installment” means the portion of Ijarah Remuneration that shall be paid by the Issuer to the Holder of Sukuk Ijarah (Islamic
leasing system in which goods are bought by the bank and then rented to the client) as the remuneration in respect of benefit so received by the
Issuer on the basis of deed of Ijarah, whose payment shall be made every the Date of Ijarah Remuneration Payment pursuant to the
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provision so set out in the Agreement of Trusteeship of Sukuk Ijarah (Islamic leasing system in which goods are bought by the bank and then rented
to the client).
1.12 “Account Holder Register” means register so issued by KSEI containing notification regarding the ownership by entire Holder of Bonds through the
Holder of Account in KSEI containing notification i.e. name, number of the ownership of bonds, status of tax and citizenship of the Holder of
Account and/or the Holder of Bonds on the basis of data submitted by the Holder of Account to KSEI.
1.13. ”Document of Issuer” means:
a. Agreement of Trusteeship;
b. Acknowledgement of indebtedness;
c. Agreement of Bonds Issue Underwriting;
d. Agreement of Paying Agent;
e. Agreement regarding Bonds Register in KSEI;
f. Preliminary Agreement of Stock Record between the Issuer and Stock Exchange for the record of Bonds in Stock Exchange.
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Including any and all amendments, additional and renewals and such other documents as required by competent authority.
1.14 “EBITDA” means consolidated net profit added with several fee i.e. interest, income tax, depreciation and amortization.
1.15 “Stock” means commercial letter i.e. certificate of acknowledgement of indebtedness, commercial letter, depreciation, bonds, debt receipt,
Investment Unit of Collective Investment Contract, Periodic Contract for the Stock and each derivative of Stock.
1.16 “Effective” means the compliance of any and all procedures and requirement of Statement of Register as determined under Article 74 of Law of
Capital Market in conjunction to Provision point 10 of Regulation number: IX.A.2 of Attachment of Decree of Chairman Bapepam number: Kep
25/PM/2003 dated 17-07-2003 (the seventh day of July two thousand three) regarding Procedure of Register for the Purpose of Public Offering, set
forth as follows:
(a) due to the expiry of period:

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(i) 45 (forty five) days as of the date of the receipt of Statement of Register by Supervisory Agency for Capital Market and
Financial Institution (Bapepam & LK) in detail; or
(ii) 45 (forty five) days as of the date of the latest amendment submitted by the Issuer or requested by Supervisory Agency for
Capital Market and Financial Institution (Bapepam & LK) (LK) to be completed; or
(b) On the basis of effective statement of Supervisory Agency for Capital Market and Financial Institution that there is no further
information required;
st
It is provided that the Registration Statement shall be effective not later than March 31 2008 (the thirtieth day of March two thousand eight).
1.17. Issuer means Bond issue by Stock in order to be offered and sold to the people through Public Offering.
1.18 Issue means PT INDOSAT, having its domicile in Jakarta.

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1.19 “Bank Days” mean the days where the banks in Jakarta shall open for public in order to conduct bank operational activity fully and Bank Indonesia
shall also conduct Clearing activity inter-bank.
1.20 “Exchange Days” mean the days where the Stock Exchange shall conduct stock exchange activities which are Monday to Friday except the national
holiday and other holidays as stipulated by the Government of Republic of Indonesia, or the days stated as holiday by stock exchange.
1.21 “Calendar Days” mean every day in one year in accordance with gregarious calendar without any exception.
1.22 “Working days” mean Monday to Friday except national holiday or other holidays stipulated by the Government of Republic of Indonesia.
1.23 “Ijarah (Islamic leasing system in which goods are bought by the bank and then rented to the client) Fee” means the total amount of fund that shall
be
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obliged to be refunded by the Issue to the Holder of Sukuk Ijarah related to the Issuer based on Issuer Documents in the form of installment of Ijarah
Fee, Balance of Ijarah Compensation and Loss Compensation as a result of Delay (if any) that has to be paid by the Issuer from time to time during
the effective period of Trusteeship Agreement of Sukuk Ijarah.
1.24 “The total amount of payable” means the total amount of money that have to be paid by the Issuer to the Bond Holder related to or based on Bond
issued and offered by Public offering both in the form of Bond Principal, Bond Interest, and penalty and payment liability or other compensation (if
any) payable from time to time.
1.25 “Issuer Restructured Activity” means restructured action that shall be conducted by the Issuer and Subsidiary from time to time in order to be the
full network and integrated service provider focused to cellular which is consisting of:
(i) Sales action, renting or other methods to transfer the assets and issuer business in the core activity business area of the issuer
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(including but not limited to the transfer of any and all agreements and contractual right) to the Issuer subsidiary and to sell the Issuer
shares in the Subsidiary as it shall not result the shares ownership by the Issuer in the Subsidiary becomes less than 51% (fifty one
percent);
(ii) Any actions to merge the business areas among the Subsidiaries;
(iii) Any action to sell, purchase or other methods in order to restructure the shares ownership or Issuer ownership or Subsidiary excluded the
core Business Activity of the Issuer;
(iv) Other actions required to be conducted based on the amendment of laws and regulations or policy of the Government of Republic of
Indonesia.
1.26 “Core Business Activity of the Issuer” means the core business activity of the Issuer in telecommunication and informatics including:
a. Business and/or activity of the supply and service of the network and/or telecommunication service and informatics;
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b. Service of planning, facilities construction, telecommunication facilities procurement and informatics including the supporting resources
procurement;
c. Operational service (including marketing and network sales and/or telecommunications service and informatics are provided by the
Issuer), maintenance, research, development of facilities and/or telecommunication facilities and informatics, education and training
implementation both domestic and overseas;
d. Any services related to the development of network and/or telecommunication service and informatics.
1.27 “Default” means one or more of the events mentioned in Article 12 of Trusteeship Agreement.
1.28 “Written Confirmation” means the written confirmation report and/or Statement of Bond Balance in Stock Account issued by KSEI or Account
Holder based on the agreement of Stock Account Opening and the confirmation shall become a basis for the payment of bond interest, full payment
of bond principal and other rights related to the Bond.
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1.29 “Written Confirmation for General Meeting of Bond Holders (RUPO)” or “Certificate of Meeting Invitation (KTUR)” means the confirmation letter
of bond ownership issued by KSEI to the bond holder through the account holder, especially for attending General Meeting of Bond Holders
(RUPO) or submitting the request of General Meeting of Bond Holders (RUPO) convention.
1.30 “KSEI” means PT. Kustodian Sentral Efek Indonesia, having its domicile in Jakarta, a company that has obtained business permit of Supervisory
Agency for Capital Market and Financial Institution to conduct any activities as the Depository and Settlement Agency implementing central
custodian activities for the Account Holder whom him/her duty in this Bond Issue is to deposit and administrate the Bond savings based on the
agreement regarding Bond Registration in KSEI and having duty as the Paying Agent based on the Agreement of Paying Agent.
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1.31 “Custodian” means the party giving Stock Custodian and other property services related to the Stock and other services including receiving interest
and other rights, settling stock transaction and representing the account holder who is its customer in accordance with Capital Market Law Provision
including KSEI, Stock Company and Custodian Bank.
1.32 “People” means individual either Indonesian citizen or Foreign citizen and/or legal entity, both Indonesian Legal Entity or foreign legal entity
residing/having its domicile in Indonesia or residing/having its domicile overseas.
1.33 “Adjusted Consolidation Capital” means capital (equity) of Issuer consolidation reduced by intangible assets.
1.34 “Bond” means “BOND OF INDOSAT VI YEAR 2008 AT FIXED RATE INTEREST” at the principal amount of Rp. 1,080,000,000,000.00 (one
trillion eighty billion Rupiah) consisting of:
– A-Series Bonds within 5 (five) years period as of the issue date with 10.25% interest rate (ten
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point twenty five percent) at the amount of Rp. 760,000,000,000.00 (seven hundred sixty billion Rupiah); and
– B-Series Bonds within 7 (seven) years period as of the issue date with 10.80% (ten point eighty percent) interest rate at the amount of
Rp. 320,000,000,000.00 (three hundred twenty billion Rupiah)
that is a payable securities issued by the issuer to the Bond Holder proven by Jumbo Bond Certificate with the requirements as defined in article 5 of
Trusteeship Agreement and registered in KSEI Collective Custodian based on the Agreement of Bond Registration in KSEI.
1.35 “Bond Holder” means the people investing their fund to the Bond and having benefit of the part or entire Bond consisting of:
(a) Account Holder conducting direct investment of the bond; and/or
(b) People exclude the Account Holder conducting investment of Bond through the Account Holder.
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1.36 “Account Holder” means the party whose name registered as the Owner of Stock Account in KSEI including Custodian Bank or Stock Company or
other party approved by KSEI considering the Capital Market Law and KSEI Regulation.
1.37 “Public offering” means the Bond Offer Activities by the Issuer to the people based on the procedure regulated in Capital Market Law, the
implementation regulation and other related provisions related to and according to the provisions contained in the Agreement of Bond Issue
Underwriting.
1.38 “Acknowledgement of Indebtedness” means Issue acknowledgment of the payable obtained in relation to the Bond Issue as set forth in the Deed
dated today, Monday 17-03-2008 (the seventeenth day of March two thousand eight) number : 27 and any and all valid amendments and/or
addendum and/or revision drawn by the respective parties in the future or hereafter.
1.39 “Collective custodian” means the Custodian service of stock owned together by more than one party whose interests are represented by Custodian as
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1.40 “Bond Issue Underwriter” means the parties who made the agreement with the Issuer in order to conduct Public offering for the Issuer interest and
to guarantee, in accordance with each underwriting part, with full commitment of the purchase and sales of Bond balance that is not taken by people
in accordance with the provision of agreement of Bond Issue Underwriting.
1.41 “Bond Issue Executive Underwriter” means the party responsible for the implementation of issue in accordance with the Capital Market Law
provision, in this case is PT DANAREKSA SEKURITAS and PT MANDIRI SEKURITAS, both having their domicile in Jakarta in accordance
with the terms and conditions in the Agreement of Bond Issue Underwriting.
1.42 “Paying Agent Agreement” means an agreement between the Issuer and the Paying Agent regarding the implementation of Bond Interest payment
and the full payment of bond principal and the valid amendments drawn by the related parties in the future or hereafter.
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1.43 “Agreement of Bond Issue Underwriting” means the agreement drawn between the Issuer and Bond Issue Executive Underwriter, and the Bond
Issue Underwriter, one another as set forth in my Deed, Notary Public dated 18-02-2008 (the eighteenth day of February two thousand eight)
number: 30 amended by my deed, Notary Public dated today, Monday, 17-03-2008 (the seventeenth day of March two thousand eight) number : 28
and its amendments and/or addendum and/or revisions valid drawn by the related parties in the future or hereafter.
1.44 “Trusteeship Agreement” means the agreement drawn between the Issuer and the Trustee as set forth in my deed, Notary Public, dated 18-02-2008
(the eighteenth day of February two thousand eight) number: 29 amended by this deed and its amendments and/or addendum and/or revisions valid
drawn by the related parties in the future or hereafter.
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1.45 “Sukuk Ijarah Trusteeship Agreement” means the agreement drawn between the Issuer and Sukuk Trustee related to the issue of Sukuk Ijarah and its
amendments and/or addendum and/or revisions valid drawn by the related parties in the future or hereafter.
1.46 “Agreement of Bond Registration in KSEI” means an agreement drawn between the Issuer and KSEI drawn sub Rosa having sufficient stamp duty,
its amendments and/or addendum and/or revisions valid drawn by the related parties in the future or hereafter.
1.47 “Registration Statement” means the registration statement and the delivery of documents to Supervisory Agency for Capital Market and Financial
Institution by the Issuer and Bond Issue Executive Underwriter for the purpose of Public offering of Bond by fulfilling and in accordance with the
Capital Market Law Provisions.
1.48 “Stock Company” means the party implementing business activity as the Stock Issue Underwriter, Securities Broker and/or Investment
Manger as referred to in Capital Market Law.
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1.49 “Affiliated Company” means Affiliates or affiliated party, unless if the affiliates or affiliated party relationship is established by the investment in
shares of stock of Republic of Indonesia both directly and indirectly but not including the companies controlled by the Issuer both directly and
indirectly.
1.50 “Loan” means any and all payable of the Issuer to other parties including the affiliates or affiliated party containing interest liability that shall be
paid by the Issuer or the subsidiary.
1.51 “Allowed Receivable” means the loan or credit given by the Issuer or Subsidiary:
(a) To the party whose financial statement is consolidated to the financial statement of the Issuer or Subsidiary;
(b) That has been given prior to the signing of this agreement with the details as contained in the financial statement per 30-09-2007
(thirtieth day of September two thousand seven).
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(c) It is an advance or loan which is accounts payable commonly given related to the daily Issuer business activity or Subsidiary;
(d) For the Issuer employee in accordance with Issuer policy (in order to avoid doubtfulness, the loan shall be given by the Issuer); and
(e) For the Subsidiary employee in accordance with the Subsidiary Policy (in order to avoid doubtfulness, the loan shall be given by the
Subsidiary).
1.52 “Bond Principal” means the principal amount of the Issuer loan/payable to the Bond Holder based on Bond and on the issue date it shall be at the
principal value of Rp. 1,060,000,000,000.00 (one trillion sixty billion Rupiah) of the amount that shall be paid by the Issuer to the Bond Holder
subject to the provision of article 5 and article 6 of Trusteeship Agreement.
1.53 “Prospectus” means the prospectus arranged and issued by the Issuer together with Bond Issue Executive
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Underwriter for the purpose of Issue in accordance with the provisions of article 1 point 26 of Capital Market Law in conjunction with the
Regulation Number: IX.C.2 Attachment of Decision of the Chairman of Capital Market Supervisory Agency dated 17-01-1996 (the seventieth day
of January one thousand nine hundred ninety six) number: Kep 51/PM/1996.
1.54 “Stock Account” means the account containing the note of bond position and/or fund owned by the Bond Holder administrated by KSEI or Account
Holder based on the contract of Stock Account Opening signed by the Bond Holder.
1.55 “General Meeting of Bond Holders (RUPO)” means General Meeting of Bond Holder as regulated in article 13 of Trusteeship Agreement.
1.56 “Transfer Accounts Unit” means a unit of bond total number that account may be transferred and traded from one stock account to other stock
account at the value of Rp. 1.00 (one rupiah) or its mutiplication.
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1.57 “Certificate of Jumbo Bond” means the evidence of Bond Issue deposited in KSEI Collective Custodian issued in the name of KSEI for the purpose
of Bond Holder interest.
1.58 “Ijarah Compensation Balance” means the part of benefit transfer that shall be obliged to be paid by the Issuer to Sukuk Ijarah Holder which on the
issue date at the amount of Rp. 570,000,000,000.00 (five hundred seventy billion Rupiah) subject to the provision of article 5 and article 6 of Sukuk
Ijarah Trusteeship Agreement
1.59 “Sukuk Ijarah” means “INDOSAT SUKUK IJARAH III YEAR 2008” which is a security issued by the Issuer to the Holder of Sukuk Ijarah proven
by Certificate of Jumbo Sukuk Ijarah of Rp. 570,000,000,000.00 (five hundred seventy billion Rupiah) with the requirements as defined in article 5
of Sukuk Ijarah Trusteeship Agreement and registered in KSEI Collective Custodian based on Agreement of Sukuk Ijarah Registration in KSEI.
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1.60 “Sukuk” means Syariah Stock in the form of certificate or ownership evidence having the same value and representing the investment part
inseparable or undistributed of:
1) Ownership of tangible assets;
2) The value of benefit and service of certain project or certain investment activities; or
3) Ownership in respect of certain project assets or certain investment activities.
1.61. “Date of Issue” means the date of bond distribution made in Security Account of Bond Issuing Executive Underwriter in KSEI on the basis of
submission of Bond Jumbo conducted by the Issuer to KSEI hereunder, constituting Date of Payment.
1.62. “Date of Principal Bond Full Payment” means due date and the time where the entire Principal Bond may be collected, with due observance of
provision so set out in Article 5 of Agreement of Trusteeship.
1.63. “Date of Payment” means date of payment of Bond Issue proceed fund to the Issuer as
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distributed/deposited by the Underwriter of Bond Issue through Bond Issuing Executive Underwriter pursuant to the provision so set out in
Agreement of Bond Issue Underwriting.
1.64. “Date of Bond Interest Payment” means due or mature in respect of Bond Interest payment to the Holder of Bond who shall be entitled, as
determined under Account Holder Register with due observance of provision set forth in Article 5 of Agreement of trusteeship.
1.65. “Law of Capital Market” means Law of the Republic of Indonesia number: 8 year 1995 (one thousand nine hundred ninety five) regarding Capital
Market.
1.66. “Trustee” means PT. Bank Rakyat Indonesia (Company) Tbk, having its domicile and head office in Jakarta or its substitute or its successor acting
for themselves behalf and under this Agreement of Trusteeship representing the purpose and/or interest of any and all Holders of Bound.
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Article 2
USE OF BOND ISSUE PROCEED FUND
2.1 Fund of Public Bond Offer Proceed upon deduction of all Issue expense of 100% (one hundred percent) shall be required by the Issuer for the
purpose of capital outcome in order to expand the Issuer business through development of Issuer cellular network i.e. development of base station
subsystem and transmission system.
2.2. In accordance with Regulation of Capital Market Supervisory Agency (Bapepam) Number: X.K.4 Attachment of Decree of Chairman of Capital
Market Supervisory Agency (Bapepam) Number: Kep 27/PM/2003 dated 17-07-2003 (the seventeenth day of July two thousand three) regarding
Report of Public Offer Proceed Fund Use Realization, the Issuer shall be obliged to submit report of such Public Offer Proceed Fund Use
Realization periodically to Supervisory Agency for Capital Market (Bapepam) and Financial Institution and Trustee every 3 (three) months and shall
be held liable for the Public proceed fund use realization to Annual General Meeting of Shareholders until the entire the said
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Public Bond Offer proceed fund is required unless otherwise it is determined in regulation of Supervisory Agency for Capital Market (Bapepam)
and Financial Institution.
2.3 If the said Issuer wishes and intends to amend the use of Offer Bond Offer proceed fund, then such plan shall be first reported to Supervisory
Agency for Capital Market (Bapepam) and Financial Institution by declaring reasons and consideration and shall first obtain approval from RUPO
and Trustee.
Article 3
APPOINTMENT, DUTIES, RIGHT AND OBLIGATION OF TRUSTEE
3.1 On the basis of in accordance with provisions as set out in Agreement of Trusteeship, the Issuer hereto shall hereby appoint PT Bank Rakyat
Indonesia (Company) Tbk to perform the duties as trustee in order to represent the interest of Holder of Bond and PT Bank Rakyat Indonesia
(Company) Tbk shall hereby accept the assignment as trustee for the purpose of Issue, on the basis of requirements defined in Agreement of
Trusteeship
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and without being prejudice to the provision of prevailing laws and regulations of the Republic of Indonesia in connection with duties and liabilities
as trustee in Issue.
3.2 Main Duties of Trustee shall be as follows:
a. To represent the interest of Holder of Bond either within or out of Court in executing legal act in relation to the interest of Holder of
Bond regarding the implementation of right and obligations of the Holder of Bond in accordance with the requirements of Issue, with due
observance of provisions contained in Agreement of Trusteeship and on the basis of the prevailing laws and regulations of the Republic
of Indonesia and regulation of KSEI in connection with the issue. The Duty of Trustee shall be to represent the Holder of Bonds. It shall
be effective as of the date of Issue.
b. Shall be held liable to the Holder of Bond for each loss as a result of negligence, impudence, or such any other acts affecting the interest
of Holder of Bond in the event that it is contravention with the interest conducted by Trustee in performing their duties as trustee
contained in Agreement of Trusteeship.
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c. To obtain integrity effectively in performing their duties and obligations as trustee in order to supervise and monitor the implementation
of obligations so conducted by the Issuer in relation to the purpose and interest of the Holder of Bond under Agreement of Trusteeship.
3.3 With due observance of provision set forth in paragraph 3.3 hereof, then right and obligation of such other trustees shall be as follows:
a. Trustee hereto shall reserve the right to trust each document deemed original and lawful and signed, submitted or executed by a person of
any persons who shall reserve the right to represent, with regard to any and all matters related to the Written Confirmation and/or KTUR
issued and in accordance with specification so issued by KSEI pursuant to Agreement of Trusteeship and shall not be held liable to such
other parties in respect of any and all consequences of such trust and shall not be
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held liable to the Issuer or Holder of Bond or such other persons/parties due to legality of written Confirmation and/of KTUE submitted
by the Holder of Bonds, but it transpires that hereafter it is acknowledged to be fake or unlawful after Trustee conducts verification in
accordance with specification determined by KSEI.
b. Trustee hereto shall hereby reserve the right to study the use of Issue and Public Bond Offer proceed fund by the Issuer, provided that the
study shall be conducted without being prejudice to the obligation of Issuer on the basis of Bond and Agreement of Trusteeship.
c. Trustee shall reserve the right to receive and therefore the Issuer shall be obliged to submit copy of payment receipt in connection with
payment of Bond Interest and/or Principal Full Payment of Bond and Penalty (if any) in similar day at the time such payment is made.
d. Trustee shall reserve the right to receive notification from KSEI regarding the amount of fund that is obliged to be paid by the Issuer for
the purpose of Bond Interest Payment and/or
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Principal Full Payment of Bond within no later than 2 (two) Bourse Days prior to the Date of Bond Interest Payment and/or Date of
Bond Principal Full Payment.
e. Trustee hereto shall reserve the right to receive notice submitted by KSEI regarding the implementation of Bond Interest Payment and/or
Bond Principal Full Payment, including in the event that the payment fails to be made due to failure or overdue of the Issuer in providing
sufficient fund within no later than 1 (one) Bourse Day upon the Date of Bond Interest Payment and/or Bond Principal Full Payment.
f. Trustee shall reserve the right to receive register/list submitted by KSEI containing detail KTUR including specification and specimen of
KTUR issued by KSEI within no later than 1 (one) Business Day prior to the implementation of RUPO.
g. Trustee shall reserve the right to request for limited audit by independent auditor registered in Supervisory Agency for Capital Market
(Bapepam) and Financial Institution and appointed by Trustee in connection with
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violation suspicion in the implementation of provision set forth in Article 12 of Agreement of Trusteeship, provided that such request
shall be conducted on the basis of sufficient evidence including quarter financial statement proving/showing that there is violation in
respect of such provision by the Issuer.
h. Trustee shall reserve the right to request the Issuer preparedness report of Issuer in order to give full payment and full release the
Principal amount of Bond and/or penalty (if any) within no later than 5 (five) Business days prior to the Date of Principal Bond Full
Payment.
i. Trustee shall be obliged to deliver complete information openly concerning the qualification as Trustee in the prospectus.
j. Trustee shall be obliged to submit a report to Supervisory Agency for Capital Market and Financial Institution and Bond Holder through
Stock Exchange in accordance with the prevailing provision in Capital Market area in case that the Trustee shall have knowledge with
sufficient evidence that:
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i. The Issuer has failed/violated the provision set forth in Trusteeship Agreement including the continuity of a default as regulated
in article 12 of Trusteeship Agreement; or
ii. There is any condition that may endanger the interest of Bond Holder based on the evidences generally accepted to be effective
for banking industry, the issuer may be deemed as no longer capable to manage or control the most part or entire property so
that materially it has negative impact of the Issuer business implementation.
k. Trustee shall be obliged to periodically analyze and supervise the development of the issuer business management based on the financial
statements and other statements related to the Issuer business area.
l. Trustee shall be obliged to summon the Bond Holder and the Issuer and to convene General Meeting of Bond Holders (RUPO) as
regulated in article 13 of Trusteeship Agreement before
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taking any action requiring General Meeting of Bond Holders (RUPO) resolutions in accordance with the provision of trusteeship
agreement.
m. Trustee shall be obliged to conduct legal actions in accordance with the provisions in the trusteeship agreement as decided by the Bond
Holder in General Meeting of Bond Holders (RUPO) and shall not be allowed to take any action contradictory to the directions given by
General Meeting of Bond Holders (RUPO) or General Meeting of Bond Holders (RUPO) resolution.
n. Trustee shall be obliged to give advice and to conduct other actions commonly conducted by the trustee required by the Issuer related to
the Trusteeship agreement.
o. Trustee without having prejudiced to its liability to always be thorough, accurate, and careful, shall have right to have confidence for
every document deemed as original and valid and has been signed, delivered or made by a person or persons which legally shall truly
have right to represent the Issuer or Bond
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Holder or legal party appointed by the Issuer or Bond Holder concerning any and all matters according to the trusteeship agreement
and/or documents as referred to in trusteeship agreement and shall not be responsible for other party of any and all consequences of such
confidence.
p. Trustee, in the event of taking any steps in order to ensure whether the default or default potency arising, shall have right to assume that
there is no default or default potency arising and that the Issuer still obey and perform any and all liabilities based on the trusteeship
agreement until the trustee shall have clear knowledge concerning the default or default potency supported by sufficient evidences or
explicitly announced by the Issuer.
q. Trustee shall be obliged to implement the resolution made in General Meeting of Bond Holders (RUPO) in accordance with the
provision of trusteeship agreement. However, the trustee shall not responsible for the consequences
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arising based on the resolutions that have been taken in such General Meeting of Bond Holders (RUPO) unless as a result of failure or
intentionality of the trustee.
r. Trustee shall be obliged to conduct verification of Certificate of Meeting Invitation (KTUR) submitted by the Bond Holder based on the
specification and Certificate of Meeting Invitation (KTUR) List issued and delivered by KSEI to Trustee in accordance with KSEI
regulation and the prevailing laws and regulations.
s. Trustee shall be obliged to deliver written promulgation concerning the termination of General Meeting of Bond Holders (RUPO) to
KSEI not later than the next working day in order to revoke Bond Freezing by KSEI.
t. In the event of the Issuer conducts any failure based on article 12 of trusteeship agreement then:
i. Trustee shall have right of the cost liability by the Issuer by remain considering the provision of this article
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3.5., to appoint other party to act representing trustee and/or to be asked for the opinion related to trustee duty performance
including to appoint law consultant, lawyer, Notary Public, Assessor Company or other third party and shall have any right to
have confidence and assert to other party opinion as the basis of any action taken by the trustee.
ii. Trustee is released by the Bond Holder from any and all liabilities or responsibilities of the action consequences on the basis of
the third party opinion.
u. To perform its duty with full responsibility, careful and shall be obliged to act wisely for the purpose of the Bond Holder best interest.
v. Trustee shall be obliged to request the Issuer to conduct rating of Bond in accordance with the Regulation Number: IX.C.11 Attachment
of Decision of the Chairman of Supervisory Agency for Capital Market and Financial Institution Number: KEP 135/BL/2006 dated
14-12-2006 (the
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fourteenth day of December two thousand six) regarding Rating of Payable Stock and its amendment and or other regulation that shall be
obliged to be obeyed by the Issuer.
3.4 The Issuer shall release the trustee of and compensate the trustee of every cost and fee that has been borne by the trustee related to the claim and
liability to pay some loss, penalty, cost and fee ruled by the Court by the virtue of the Decree having permanent legal force and effect related to the
implementation accordingly of any right, duty and obligation of trustee conducted solely based on and in accordance with the provision of
trusteeship agreement as the claim, loss, penalty, the cost and fee mentioned hereinabove shall not occur as a result of:
(i) Failure or fault of trustee in performing its right, duty and obligation as trustee;
(ii) There is a conflict of interest in the capacity as the issuer creditor and also trustee.
(iii) The resignation of trustee as referred to in paragraph 3.8. point c of this article; and/or
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(iv) The termination of trustee on the basis of the faults that have been conducted by trustee based on the provisions as referred to in
trusteeship agreement.
3.5 Trustee shall be obliged to submit prior request of the Issuer of any fee, liability, and other cost whatsoever borne by the trustee arising related to the
fulfillment of the Issuer liabilities based on trusteeship agreement and/or other agreements drawn related to this Bond issue including the consultant
fee. If within 14 (fourteen) working days after the acceptance of such request, the Issuer is not giving any answer then the trustee shall have right to
conduct any and all matters requested for the approval.
3.6 Trustee, member of Board of Directors and/or member of Board of Commissioners of Trustee shall not be allowed to have any interest both directly
and indirectly with the Issuer that may influence the position and/or the implementation of right, duty or liability as the trustee unless any matters
allowed by the Supervisory Agency for Capital Market and
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Financial Institution and notified to KSEI and Bond Holder subject to the prevailing laws and regulations in Capital Market area.
3.7 The appointment of trustee shall be effective as of the signing date of this trusteeship agreement and the trustee shall be obliged to perform its duty
and liability as the trustee for bond as of the issue date subject to the prevailing laws and regulations until the payable total amount has been fully
paid accordingly without being prejudiced to the provision contained in paragraph 3.8 and paragraph 3.13 of this article.
3.8 If one of the following matters arising then the trustee shall be dismissed as the trustee based on the trusteeship agreement:
a. Trustee shall be wounded up by a Court or other legal entity or the trustee shall be self voluntarily wounded up or wounded up according
to or based on the laws and regulations.
b. In the event of a bankruptcy decision having permanent legal force or liquidation of the
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trustee, or a bankruptcy application submitted by the trustee, or trustee has submitted application of moratorium.
c. Trustee shall submit written retirement letter from its position as trustee to the Issuer and shall summon General Meeting of Bond
Holders (RUPO) to submit retirement letter, by mentioning the reasons, and the retirement letter shall be submitted not later than 60
(sixty) calendar days before the retirement date. However, the trustee shall be dismissed from its duty based on trusteeship agreement
after this retirement letter has been well accepted by General Meeting of Bond Holders (RUPO) and during the alternate trustee has been
appointed by the Issuer with General Meeting of Bond Holders (RUPO) approval and has been delivered written approval in order to
meet the provisions and requirements of trusteeship agreement and has been effectively started to perform its duties.
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d. Trustee shall be dismissed by General Meeting of Bond Holders (RUPO) as regulated in article 13 paragraph 13.1 point b of trusteeship
agreement.
e. Any and all payable total amount has been paid by the Issuer in accordance with the trusteeship agreement to the Bond Holder.
f. Based on the request of Supervisory Agency for Capital Market and Financial Institution as set forth in the provision of article 102
paragraph 1 in conjunction with article 102 paragraph 2 point d, e, f and g of Capital Market Law in respect of the trustee.
g. In the event of the Issuer has not paid the compensation of trustee service yet and after the trustee has submitted written payment
application 3 (three) times respectively to the Issuer within 90 (ninety) calendar days then the trustee may submit retirement letter to the
Issuer. The retirement letter shall be submitted 60 (sixty) calendar days after the acceptance of the retirement letter. The Issuer shall be
obliged to convene General Meeting of Bond Holders (RUPO) in order to report to the Bond
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Holder concerning the retirement planning of the trustee and submit the appointment of alternate trustee that shall be prepared to have the
position during the effective retirement period of trustee. Trustee shall only able to terminate its duty as the trustee based on trusteeship
agreement after the retirement letter has been accepted by General Meeting of Bond Holders (RUPO). The fees spent for the purpose of
General Meeting of Bond Holders (RUPO) convention shall be obliged to be borne by the Issuer. However, the Issuer shall be obliged to
fully pay the payable service compensation arising as of the unpaid service compensation until the completion of trustee appointment.
3.9 Without being prejudiced in the provision of this article paragraph 3.13, in the case that the trustee is dismissed as a trustee because of one of the
reasons mentioned in paragraph 3.8 of this article then the trustee shall be automatically dismissed as a party in trusteeship agreement.
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3.10 In the event of the dismissal of trustee, the Bond Holder through General Meeting of Bond Holders (RUPO) shall immediately conduct the
appointment of the alternate trustee in accordance with the prevailing laws and regulations. The issuer agreed to make the beset effort in order to
appoint the alternate trustee in such a way so that any time, the Bond Holder interests are represented by the trustee based on the prevailing laws and
regulations.
3.11 Alternate trustee that has been legally appointed based on the prevailing laws and regulations and trusteeship agreement shall be obliged to sign an
amendment and/or addendum of trusteeship agreement of which the new trustee accepts the appointment with the terms and conditions substantively
similar as contained in trusteeship agreement and the new trustee shall agree and covenant to replace the legal position of trustee.
3.12 Not later than 2 (two) working days after the dismissal of trustee duties as regulated in paragraph 3.8. mentioned hereinabove, trustee shall notify to
the people by posting an announcement in 1 (one) Indonesian language daily newspaper which nationally published.
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3.13 Immediately after one of the matters mentioned hereinabove arising in paragraph 3.8 off this article (except point (c), (d), and (e) of paragraph 3.8.
of this article), the trustee shall be obliged to deliver responsibility of the duties and liabilities as the trustee that has been performed for the purpose
of the implementation of trusteeship agreement and other agreements drawn related to this Bond Issue to General Meeting of Bond Holders (RUPO)
and to report it to Supervisory Agency for Capital Market and Financial Institution and the Issuer. During the responsibility has not been well
accepted by General Meeting of Bond Holders (RUPO) then the trustee shall remain legally responsible of the duties and liabilities that have been
performed.
3.14 In the event of any event arising as referred to in paragraph 3.8 point (e) of this article then the trustee shall be obliged to deliver the report to the
Issuer and Supervisory Agency for Capital Market and Financial Institution concerning the duties and liabilities that have been performed.
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ARTICLE 4
COMPENSATION OF TRUSTEE SERVICE
4.1 As the compensation of trustee service based on the provisions in trusteeship agreement, the Issuer shall be obliged to pay a compensation to the
trustee in accordance with Trustee Letter to the Issuer dated 13-02-2008 (the thirteenth day of February two thousand eight) number:
B.042-TRY/IVB/TCS/02/2008, the original copy has been shown to me, Notary Public, which is an inseparable part of trusteeship agreement.
4.2 Value Added Tax (PPN) of trustee service compensation mentioned hereinabove shall be borne and paid by the Issuer to the trustee as compulsory
collection in accordance with the tariff based on the prevailing laws and regulations.
4.3 The payment of trustee service compensation as referred to in paragraph 4.1. of this article shall be obliged to be paid by the Issuer with 1 (one) time
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payment per annum (annually) paid in advance, and the first payment of trustee service compensation shall be obliged to be paid not later than 14
(fourteen) calendar days as of the issue date and the next payment shall be obliged to be paid not later than the anniversary date of bond issue et
cetera until the full payment date of bond principal.
4.4 If the compensation payment due date of trustee service that has been stipulated not on the Bank Days then the service compensation shall be
accepted by the Trustee on the next Bank day.
4.5 If the Issuer fails to pay on the payment date of service compensation in this article then the Issuer, on the collection date by the trustee, shall be
obliged to immediately pay the amount that is oblige to be paid added by the penalty of bond interest rate effective at that time. The penalty is
calculated based on the number of expiry days with the calculation that 1 (one) year is 360 (three hundred sixty) calendar days and 1 (one) month is
30 (thirty) calendar days.
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4.6 The amount of trustee service compensation at any time is calculated on the basis of the amount of the initial bond principal issued on the issue date
or circulated during the due date of payment liability of trustee service compensation. If the Issuer shall conduct buy back resulting the full payment
of any and all bond then the trusteeship agreement shall be terminated and the trustee service compensation shall no longer exist.
4.7 If the trustee is dismissed before the dismissal of trustee duties in accordance with the committed period then the trustee service compensation that
has been paid in the relevant year shall be returned by the trustee to the Issuer proportionally based on the number of days where the trustee shall not
perform the duties in the relevant year.
ARTICLE 5
BOND REQUIREMENTS
The issuer shall commit and bind itself to the trustee as the attorney of Bond Holder (commitment and self binding is made and binding for the Issuer in respect
of every Bond Holder) that the Issuer shall issue the Bond or conduct issue with the following requirements:
5.1 To issue bond named “BOND OF INDOSAT VI YEAR 2008 WITH FIXED RATE INTEREST” consisting of:
– A-Series Bonds within 5 (five) years period as of the issue date at the amount of Rp. 760,000,000,000.00 (seven hundred sixty billion
Rupiah); and
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– B-Series Bonds within 7 (seven) years period as of the issue date at the amount of Rp. 320,000,000,000.00 (three hundred twenty billion
Rupiah);
With the entire bond principal value of 1,080,000,000,000.00 (one trillion eighty billion Rupiah) and registered in KSEI Collective Custodian in
accordance with the agreement of Bond Registration in KSEI.
5.2 Bond issued without Bank draft or note except Certificate of Jumbo Bond issued by the Issuer to be registered in the name of KSEI based on the
agreement of Bond Registration in KSEI as the debt evidence for the purpose of Bond Holder interest through the Account Holder subject to the
provisions in Capital Market area and shall be offered at the bond nominal value of 100% (one hundred percent).
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5.3 Bond Interest Rate is:
a. For A-Series Bonds of 10.25% (ten point twenty five percent) per year;
b. For B-Series Bonds of 10.80% (ten point eighty percent) per year;
5.4 Bond interest shall be paid by the Issuer to the Bond Holder every 3 (three) months as of the issue date by KSEI Account Holder on the payment
date of bond interest as contained in the prospectus.
5.5 Bond Holder having right to obtain Bond Interest payment is the Bond Holder whose name is noted in the List of Account Holder, on 4 (four)
exchange days before the payment date of bond interest unless otherwise provided by KSEI or the prevailing laws and regulations. Therefore, if
there is any bond transaction before the determination date of the party having right to obtain the bond interest then the transfer assignee shall have
no right of the bond interest in the relevant bond interest period.
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5.6 Bond interest is calculated based on the number of expiry days as of the issue date provided that 1 (one) month is 30 (thirty) calendar days and 1
(one) year is 360 (three hundred sixty) calendar days and shall be obliged to be paid by the Issuer to the Bond Holder through the Paying Agent
every payment date of bond interest.
5.7 Since the issue date, bond is an evidence that the Issuer, legally and binding, has debt to the Bond Holder at the amount of Bond principal mentioned
in the certificate of Jumbo Bond added by Bond Interest that shall be obliged to be paid based on the article 5.
The evidence of bond ownership for the Bond holder is Written Confirmation.
5.8 For Bond Holder, taxation provision shall be effective in accordance with the prevailing laws and regulations and if the issuer is obliged by the laws
and regulations to deduct the tax of every payment paid by the Issuer to the Bond Holder then the Issuer through Paying Agent shall deduct the tax
and pay it
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to the appointed institution to accept the payment and give the evidence of tax set off to the Bond Holder.
5.9 (a) The payment of Bond Interest and/or full payment of bond principal and penalty (if any) shall be paid by Paying Agent in the name of
the Issuer in accordance with the terms and conditions regulated in Paying Agent Agreement.
(b) After the Issuer pays bond interest and/or fully pays the bond principal and penalty (if any) to the Paying Agent then the Issuer shall be
released from the liability to pay the bond interest and/or fully pay the bond principal and the penalty (if any) to the Bond Holder.
(c) If the Issuer has paid the bond interest and/or fully paid the bond principal and the penalty (if any) to KSEI as the Paying Agent then if
there is any failure and/or negligence conducted by KSEI in order to fulfill the liabilities as the Paying Agent then the Issuer and trustee
shall not responsible for the event.
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5.10 The right of Bond ownership is transferred by the account transfer of bond from one stock account to other stock account. The unit of Account
Transfer of the Bond is at the value of Rp. 1.00 (one rupiah or its mutiplication).
The Issuer, trustee and Paying Agent shall be obliged to treat the Account Holder as the legal Bond Holder in order to accept the full payment of
bond principal, payment of bond interest and other rights related to the bond subject to the provision of paragraph 5.18 of this article.
5.11 Custodian Bank or Stock Company that is the Account Holder may act for itself as the Bond Holder or on behalf of its customer by virtue of power
of attorney of the Bond Holder.
5.12 Bond shall be fully paid with the same value as the amount of bond principal contained in Written Confirmation owned by Bond Holder on
the full payment date of bond principal.
5.13 If the Issuer is not providing the sufficient fund for the payment of bond interest and/or full payment
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of bond principal after the due date of bond interest payment and/or Full Payment date of bond principal then the Issuer shall pay the penalty of the
negligence to pay bond interest and/or fully pay the bond principal of 2% (two percent) per year above the bond interest rate of the payable amount.
The penalty is calculated daily (based on number of the expiry days) until the payment or full payment of the amount that shall be paid by the Issuer
is paid. In order to calculate the penalty, expiry days calculation is made and 1 (one) year is 360 (three hundred sixty) calendar days and 1 (one)
month is 30 (thirty) calendar days. The penalty paid by the Issuer that is the right of Bond Holder shall be given to the Bond Holder by the Paying
Agent proportionally based on the amount of bond owned.
5.14 The issuer liability based on bond at any time is the valid and unconditionally and/or absolute liability of the issuer.
5.15 Bond withdrawal from Stock Account shall be only conducted with the account transfer to other Stock
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Account. The Bond withdrawal out of the Stock Account to be converted to Certificate of Bond shall not able to be conducted unless there is any
cancellation of bond registration in KSEI Collective Custodian at the request of the Issuer or Trustee subject to the prevailing laws and regulations
in Capital Market area and General Meeting of Bond Holders (RUPO) resolution.
5.16 After the first anniversary of Bond as of the issue date, the Issuer may conduct bond buy back from every Bond Holder subject to the provision of
article 6 of Trusteeship Agreement. Of the bond bought back by the Issuer to be deposited, the Issuer may not give any vote in General Meeting of
Bond Holders (RUPO), may not be counted in the presence quorum in General Meeting of Bond Holders (RUPO) and may not obtain Bond Interest.
Buy back may be conducted if the Issuer is not in negligent condition of the Payable payment.
5.17 If after the final calculation has been conducted, there is a fund balance of bond interest payment and/or full payment of bond principal that is not
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able to be paid by the Paying Agent to Bond Holder as a result of any reasons whatsoever then the fund shall be obliged to be deposited by the
Paying Agent for the purpose of Bond Holder interest having right of the bond interest payment and/or full payment of the bond principal. The
Paying Agent shall be further released the Issuer and Trustee from the responsibility of bond interest payment and/or full payment of bond interest
and/or other payment liabilities to the Bond Holder including the Full Payment of any and all claim that likely arising from the Bond Holder related
to the bond interest payment and/or full payment of bond principal by the Bond Holder is not accepted.
5.18 Bond issue shall only able to be conducted after the Registration Statement is effective.
ARTICLE 6
BUY BACK
6.1 After the first anniversary of bond as of the issue date, the Issuer may conduct buy back of the immature bond both entirely and partly with market
price, hereinafter shall be referred to as “buy back”. The
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buy back may be conducted if the Issuer is not in the negligent condition of the payable amount payment, provided that the buy back
implementation shall not cause the Issuer to be negligent to meet the provision contained in trusteeship agreement.
6.2 Bond ownership by the Issuer and/or Affiliated Company shall be obliged to be reported by the Issuer to the trustee not later than 2 (two) working
days before General Meeting of Bond Holders (RUPO) is convened. The entire bond owned by the Issuer based on the buy back and bond owned by
the affiliated company may not be calculated in the presence quorum calculation in General Meeting of Bond Holders (RUPO) and shall not have
any voting right in General Meeting of Bond Holders (RUPO).
6.3 In the event of the Issuer conducts buy back for a part or entire bond then the Issuer shall have any right to conduct the buy back as the full payment
or as the bond bought back to be deposited and in the future or hereafter may be resold and/or imposed as full payment.
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6.4 The Issuer shall have no right to receive any bond interest payment of the bond bought back by the Issuer to be deposited and in the future or
hereafter may be resold and/or imposed as the full payment.
6.5 If the Issuer has the plan of bond buy back either as the full payment or to be deposited (Treasury bond), it may be conducted with the following
provision:
a. The issuer shall be obliged to announce in 1 (one) Indonesian Language newspaper which nationally published concerning the plan of
bond buy back not later than 2 (two) working days before the initial date of bond buy back offer.
b. The announcement shall contain:
1) The offer period of bond buy back where the Bond Holder may submit sales offer of bond owned by mentioning the price
expected to the Issuer;
2) The maximum amount of fund used for the bond buy back and the maximum price target of bond buy back;
3) The payment date of bond buy back shall be not later than 2 (two) working days as of the termination date of the offer period of
bond buy back.
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4) The Bond Holder submitting the sales offer to the Issuer in the offer period shall be obliged to attach:
– Written Confirmation of KSEI concerning the bond amount that shall be sold which account may not be
transferred between Stock Account until the payment date of bond buy back;
– Identity card during conducting sales offer;
– Statement that the bond that shall be sold by the Bond Holder to the Issuer is Full Paymentd of any and all
disputes/claims/bonds/guarantees and may not be sold and purchased by the Bond Holder so that the bond may not
be transferred between Stock Account until the payment date of bond buy back.
5) The Issuer shall conduct bond buy back from the lowest price offered by the Bond Holder (however, sales offer of Bond Holder
that is not the affiliated company shall be the
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priority) in the offer period of bond buy back, provided that if there are some Bond Holders conducting offer with the same
price and the amount of bond offered by the Bond Holder has beyond the maximum fund amount or bond buy back fund
balance then the Issuer shall buy the bond proportionally in respect of such bond.
6) The Issuer shall have no obligation to buy any and all bond offered by the Bond Holder to be bought back in the offer period of
bond buy back if the price of sales offer offered by the Bond Holder is beyond the price target expected by the Issuer as
mentioned in point 2) of this article;
7) If the Issuer annul the buy back then the Issuer shall be obliged to announce in 1 (one) Indonesian language daily newspaper
which nationally published concerning the annulment completed with the reasons not later than the last day of offer period of
bond buy back.
c. The Issuer shall be obliged to maintain the confidentiality to any parties whosoever of any
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and all information concerning bond sales offer that has been delivered by the Bond Holder during the offer period of bond buy back.
d. Not later than 2 (two) working days as of the bond buy back implementation as mentioned hereinabove then the Issuer shall be obliged to
announce concerning the bond buy back in 1 (one) Indonesian language daily newspaper which nationally published. The following
matters shall be contained in the announcement:
– The nominal amount of the bond bought back by explaining the bond nominal amount that has been fully paid and/or bond
nominal amount bought back to be deposited;
– The limitation of the lowest price until the highest price that has been conducted.
e. The Issuer shall be obliged to report to the trustee in 1 (one)working day period as of the bond buy back implementation, and to
Supervisory Agency for Capital Market and Financial Institution, Stock Exchange and KSEI not later than 2 (two) working days as of the
buy back implementation.
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f. In addition to the provision as referred to in point e mentioned hereinabove, the Issuer shall also oblige to deliver to the Supervisory
Agency for Capital Market and Financial Institution concerning any and all sales offer documents that have been delivered by the Bond
Holder during the offer period of bond buy back not later than 2 (two) working days as of the bond buy back has been finished to be
conducted.
6.6 The Issuer may conduct bond buy back without posting any announcement as referred to in paragraph 6.5 of this article with the following
provision:
a. The amount of buy back is not more than 5% (five percent) of the payable bond amount for every transaction in 1 (one) year period.
b. The bond bought back is not owned by affiliated company.
c. The bond bought back shall only be deposited which it may be resold in the future.
For the bond buy back as referred to in this paragraph, the Issuer shall be obliged to report to the trustee in 1 (one) working day period as of the
bond buy back implementation, and to the Supervisory
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Agency for Capital Market and Financial Institution not later than 2 (two) working days as of the bond buy back.
6.7 The Issuer shall be obliged to report to the trustee and KSEI concerning the bond owned by the Issuer to be deposited within 5 (five) exchange days
period before the payment date of bond interest or 1 (one) exchange day before the registration date of Bond Holder having right of the bond interest
subject to KSEI regulation.
6.8 If based on paragraph 6.3 of this article the Issuer conducts buy back of the entire or part of the bond and impose the entire or part of buy back as the
full payment then the Issuer shall be obliged to report the event to the Supervisory Agency for Capital Market and Financial Institution, Trustee,
KSEI and Stock Exchange not later than 2 (two) working days before the full payment date. Provided that if the Issuer conducts buy back of the
entire bond as the full payment, then the Issuer shall be obliged to announce it in 1 (one) Indonesian language daily newspaper which nationally
published not later than 2
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(two) working days after the full payment date mentioned hereinabove and the trusteeship agreement shall be terminated.
6.9 The bond that has been fully paid related to paragraph 6.3 of this article shall be annulled and shall not able to be issued or resold without necessary
to be stated in any deed whatsoever.
6.10 In the event of the bond is partially repaid then the Issuer shall deliver the new Certificate of Jumbo Bond to KSEI to be exchanged with the old
Certificate of Jumbo Bond on the same day with partial repayment date of the bond, with the payable bond principal amount deducted by the bond
amount that has been partially repaid.
ARTICLE 7
GUARANTEE
This bond is not guaranteed or secured by special security in the form of object or income or other assets owned by the Issuer in any form whatsoever and it is
not guaranteed by other party whosoever. Any and all properties of the Issuer both movable and immovable, either has been
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existing or shall be existing in the future except the Issuer assets that has been specially guaranteed to its creditors to be a guarantee for any and all debt of the
Issuer to all its creditors who are not specially guaranteed or without any special right including this bond in pari passu manner based on trusteeship agreement in
accordance with article 1311 and 1132 of Civil Code.
ARTICLE 8
BOND HOLDER ATTORNEY TO THE TRUSTEE
8.1 Since the issue date, every Bond Holder shall comply and abide the trusteeship agreement to agree and covenant to any and all actions that have
been conducted by the trustee related to the preparation and signing of trusteeship agreement and to approve for and hereby now hereinafter as the
time being together authorize the trustee without any delivery of the new power of attorney specially required from the Bond Holder in exercising
any and all rights of the Bond Holder without any exception based on the bond, subject to the trusteeship agreement and any and all documents and
agreements related to the agreements including to implement or protect the interest of every Bond Holder before the court
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institution including commercial court or before the arbitration hearing. Therefore, the bond holder is represented by the trustee as the party
in trusteeship agreement, and any and all documents and agreements related to the agreement completed with the attachments and
amendments executed hereinafter of the agreements and as the party implementing or protecting the interest of every Bond Holder before the
court institution including commercial court or before the arbitration hearing.
8.2 Subject to the prevailing laws and regulations including but not limited to the laws and regulations in capital market area, this attorney and any and
all other attorneys authorized in and based on the trusteeship agreement, Acknowledgment of Indebtedness, and other agreements drawn related to
the agreements are the significant and inseparable part of the trusteeship agreement so that the attorneys may not be terminated because of any
reasons whatsoever including because of the reasons regulated in article 1813, 1814 and 1816 of Civil Code.
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8.3 During the existence of the Bond Holder, trusteeship agreement shall fully effective as the perfect evidence concerning the authorization from the
Bond Holder to the Trustee as referred to in trusteeship agreement.
8.4 The authorization from the Bond Holder to the trustee as referred to in trusteeship agreement including the authority to conduct any amendment of
trusteeship agreement for any and all matters decided in General Meeting of Bond Holders (RUPO) and approved by the Issuer.
ARTICLE 9
FULL PAYMENT OF BOND PRINCIPAL
9.1 Subject to the provision in article 5 and article 6 of trusteeship agreement, the Issuer shall be obliged to pay the full payment of bond principal on
the fifth anniversary date as of the issue date for A-Series Bonds and the seventh anniversary date as of the issue date for B-Series Bonds.
9.2 The Bond principal shall be paid by the Issuer to the Bond Holder through Paying Agent on the date as
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referred to in paragraph 9.1. of this article and the payment to the Paying Agent in accordance with the provisions of trusteeship agreement shall be
deemed as the full payment to the Bond Holder of the payable and mature bond principal and shall release the Issuer from the liability to pay the
relevant bond principal in the event of any reasons whatsoever exclude the faults of the Issuer, the payment of bond principal shall not able to be
given to the Bond Holder.
ARTICLE 10
STATEMENT AND TRUSTEE GUARANTEE
Trustee shall declare and guarantee that the following matters are correct:
10.1 The trustee shall have right and authority to act as the trustee.
10.2 The trustee shall bind itself to perform its duties and or liabilities as the trustee with full commitment, integrity and to act wisely solely for the
interest of Bond Holder.
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10.3 The trustee shall responsible to the Bond Holder for every loss suffered as a result of any negligence, indecent of the trustee or any actions resulting
from the conflict of interest related to the trustee duties as set forth in trusteeship agreement.
10.4 On the signing date of this trusteeship agreement, articles of association of the trustee as defined in the comparison of this deed.
In addition to State Gazettes and such Deed mentioned hereinabove until the signing date of trusteeship agreement in this deed, there shall be no
other deeds or documents containing the amendment of articles of association of the trustee.
10.5 On the signing date of this trusteeship agreement, the members of Board of Directors of the trustee and Board of Commissioners of the trustee is as
follows:
BOARD OF DIRECTORS:
President Director : Mister SOFYAN BASIR;
Finance Director : Mister ABDUL SALAM,

Bachelor OF Economics;
Consumer Banking Director : Mister AGUS TONI SOETIRTO;

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Operational Director : Mister EY SARWONO SOEDARTO Bachelor of Science;
Director of Small and Middle Micro Business : Mister SULAIMAN ARIF ARIANTO, Bachelor of
Engineering;
General Business Director : Mister SUDARYANTO SUDARGO, Bachelor of

Engineering;
Director of Administration Credit and Credit Risk Analysis : Mistress LENNY SUGIHAT, Bachelor of Engineering, Master
of Business Administration;
Compliance Director : Mister BAMBANG SOEPENO,

Bachelor of Engineering, Master of Business Administration;
Director : Mister SUPRAJARTO, Bachelor of Science;
Director : Mister ASMAWI SYAM, Bachelor of Science;
BOARD OF COMMISONERS:
President
Commissioner/Independent
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Commissioner : Mister Doctor Haji BUNASOR SANIM, Bachelor of

Engineering, Master of Science;
Commissioner : Mister Doctor AGUS PAKPAHAN, Bachelor of Engineering;
Commissioner : Mister AGUS SUPRIJANTO;
Commissioner : Mister SAIFULLAH YUSUF;
Independent Commissioner : Mister Insinyur BANGUN SARWITO KUSMULJONO;
Independent Commissioner : Mistress Doctoranda AVILIANI, Master of Sains;
Independent Commissioner : Mister BARIDJUSSALAM HADI, Bachelor of Economics;
10.6 That for the preparation of the trusteeship agreement, the trustee has obtained an approval as required in the articles of association of the trustee and
the prevailing laws and regulations to the trustee.
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10.7 The preparation of trusteeship agreement and any and all documents made related to the trusteeship agreement has been made accordingly by
the trustee according to the prevailing laws requirement and has been signed accordingly on behalf of the trustee and shall be a valid and
binding obligation for the trustee in accordance with the prevailing laws and regulations in Indonesia.
10.8 The persons signing the trusteeship agreement on behalf of the trustee are the persons having right and full authority to act for and on behalf of and
shall be valid representing the trustee.
10.9 That during the signing of trusteeship agreement, the trustee shall not give any loan to the Issuer.
10.10 The trustee hereby declares to be fully responsible for the statement and guarantee given by the trustee in trusteeship agreement and therefore hereby
the trustee shall release the Issuer related to the statement and guarantee given by the trustee in trusteeship agreement.
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ARTICLE 11
RESTRICTIONS FOR
AND OBLIGATIONS OF THE ISSUER
11.1 As of the agreement date and during any and all bond principal and bond interest have not been fully paid, the Issuer shall commit and bind itself
that the Issuer and as the relevancy, the Material Subsidiary (the said Material Subsidiary is the Subsidiary which assets have reached minimum
10% (ten percent) of the total assets of the Issuer based on the last financial statement of the Issuer or which income have reached minimum 10%
(ten percent) of the total income of the Issuer in the last financial statement of the Issuer, whichever is lower), without any written approval of the
trustee, shall not conduct the following matters:
(a) To guarantee and/or pledge either the part or entire properties of the Issuer and/or grant permit and/or give an approval to the Subsidiary
to guarantee and/or pledge either the part or entire properties of the Subsidiary, right of the income of the Issuer and/or Subsidiary, either
have been existing and shall be obtained in the future or hereafter, to the third party
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whosoever, unless the guarantee grant or pledge action that is the allowed security and Guarantee.
(b) To grant a corporate guarantee or material permit to Subsidiary (as mentioned hereinabove) to grant the corporate guarantee to other
party, unless:
(i) The corporate guarantee is the allowed security and guarantee; and/or
(ii) The corporate guarantee is granted to guarantee the debt/liability of the Subsidiary conducted based on the natural and common
business practice and the amount of liability/debt guaranteed at any time cumulatively shall not exceed 10% (ten percent) of the
Adjusted Consolidation Capital; and/or
(iii) The corporate guarantee is granted to guarantee the debt of Subsidiary established related to the plan of debenture issue in
foreign currency by the Subsidiary.
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(c) To conduct merger, consolidation, takeover with or in respect of other company resulting the winding up of the Issuer or having negative
impact to the business continuation of the Issuer or to grant permit to the Subsidiary run in Core business activity of the Issuer to conduct
merger, consolidation and/or takeover with other company resulting the winding up of the Subsidiary or shall have negative impact to the
Subsidiary business continuation unless for the purpose of Restructured Activity of the Issuer.
(d) To give debt or loan to other party whosoever, unless related to the allowed receivable.
(e) To sell, assign or transfer either the part of or entire assets or core business activity of the Issuer, unless:
(i) For the purpose of restructured activity of the Issuer; or
(ii) Sales, assignment, or transfer of assets conducted in 1 (one) consolidated transaction which in 1 (one) current year is not
exceed than 10% (ten percent) of the
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entire assets, has remain consolidation orderly based on the last consolidation financial statement of the Issuer that has been
audited and as it shall not affect the core business activity of the Issuer.
(f) To conduct bond expenses or other debt instrument having higher position or the payment is the first priority than the bond subject to the
allowed security and guarantee.
(g) To conduct any changing of the Issuer business area to business area out of the telecommunication and informatics sector.
11.2 The grant of written approval as referred to in paragraph 11.1 of this article shall be granted by the trustee with the following provisions:
(a) Proposal for the approval shall not be rejected without any logical and clear reasons.
(b) The trustee shall be obliged to grant any approval, refusal or requesting additional data/other supporting documents within 7 (Seven)
working days period after the proposal and its supporting documents have been completely
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accepted by the trustee and if within the 7 (seven) working days period the Issuer is not accept any approval, refusal or request of
additional data/other supporting documents from the trustee then the trustee shall be deemed as granting its approval; and
(c) If the trustee requests additional data/other supporting documents then the approval or refusal shall be obliged to be granted by the
trustee within 10 (ten) working days after the data/other supporting documents have been completely accepted by the trustee and if
within the 10 (ten) working days the Issuer is not accept any approval or refusal from the trustee then the trustee shall be deemed as
granting the approval.
11.3 As of the trusteeship agreement date and during any and all bond principal and bond interest have not been fully paid, the Issuer shall commit and
bind itself that the Issuer shall:
(a) Meet any and all provisions in trusteeship agreement and other agreement related to this bond issue.
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(b) Pay-in the required amount of money for bond interest payment and/or bond principal full payment which due date shall be not later than
1 (one) exchange day (in good fund) before the payment date of bond interest and/or the full payment date of bond principal to KSEI
account.
(c) Pay the penalty of the payment negligence of 2% (two percent) above the effective bond interest rate of the payable amount and
negligent to be paid. The amount of penalty is calculated daily provided that 1 (one) year is 360 (three hundred sixty) calendar days and 1
(one) month is 30 (thirty) calendar days and until the effective full payment of the penalty amount mentioned hereinabove. The penalty
paid by the Issuer which is the right of bond holder shall be paid to the bond holder proportionally based on the bond owned.
(d) Maintain the position of the Issuer and Subsidiary as the limited liability company and legal entity (unless for the purpose of restructured
activity of the Issuer) and significant permit currently owned by the Issuer and Subsidiary and immediately proposing the permits if the
permits are terminated or required to run the business.
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(e) Maintain the accountancy system and cost supervision in accordance with accountancy principal and other sufficient notes to accurately
describe the financial condition of the Issuer, Subsidiary and operation result and they shall be applied consistently.
(f) Immediately notify the trustee in respect of every significant event or condition of the Issuer and/or Subsidiary which may have material
impact of the liability fulfillment of the Issuer for the purpose of the bond issue and full payment.
(g) Give written notification to the trustee not later than 2 (two) working days after the following events arising:
(i) The resolution of General Shareholders Meeting related to the amendment of article of association or the restructured of Board
of Directors and Board of Commissioners of the Issuer and Subsidiary, dividend subscription to the Issuer shareholders;
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(ii) Criminal case, civil case, administration case and employment case involving the Issuer and Subsidiary which materially may
influence the ability of the Issuer/Subsidiary in performing and obeying its obligation based on any and all issue documents.
(h) To ensure that the payment liability by the Issuer to the Bond Holder according to trusteeship agreement at any time shall have the same
position (in pari passu) with the liability to all other creditors unless the liability to the preference creditor.
(i) Deliver to the trustee:
(i) Copy of the reports submitted to Supervisory Agency and Financial Institution, stock exchange where the shares, American
Depository Shares, or bond of the Issuer registered and KSEI within not later than 2 (two) working days period after the reports
are submitted to the parties mentioned hereinabove;
(ii) Copy of Deeds proven that there is any amendment of articles of association and
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restructured of the member of Board of Directors/Board of Commissioners of the Issuer and/or Subsidiary not later than 14
(fourteen) working days as of the amendment is effective;
(iii) Annual Consolidation Financial Statement that has been audited by public accountant registered in Supervisory Agency for
Capital Market and Financial Institution not later than within 120 (one hundred twenty) calendar days after the termination date
of the issuer book;
(iv) Quarter Consolidation Financial Statement submitted together with the submission of statement to Supervisory Agency for
Capital Market and Financial Institution, Stock Exchange or not later than:
– 30 (thirty) calendar days after the quarter book period of the Issuer is terminated, if it is not completed with
accountant statement; or
– 60 (sixty) calendar days after the quarter book period of the Issuer is terminated, if it is completed with accountant
statement for the purpose of limited study; or
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– 90 (ninety) calendar days after the quarter book period of the Issuer is terminated, if it is completed with accountant
statement giving opinion concerning the naturalness of financial statement generally;
(j) To maintain the properties of the Issuer and Subsidiary to remain be in a good condition and always insures to the good reputation
insurance company with terms and conditions that commonly conducted by the Issuer and commonly effective in the similar business
area.
(k) To grant permit to the trustee for, during the working days and working hours, conducting direct visit to the Issuer and the financial note
as not contradictory with the prevailing regulation, with prior notice to the Issuer submitted not later than 3 (three) working days before
the visit.
(l) Meet financial liabilities based on consolidation financial statement of the Issuer and Subsidiary as follows:
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(i) To maintain the comparison between total loan with the equity shall be not exceed 1.75 : I (one point seventy five proportionate
with one)as set forth in every quarter consolidation financial statement;
(ii) To maintain the comparison between EBITDA and loan interest payment shall be not less than 3 : 1 (three proportionate with
one) as set forth in every audited annual consolidation financial statement;
(iii) To maintain the comparison between the totaling of loan and procurement debt to the supplier of EBITDA shall be not exceed
3.5 : 1 (three point five proportionate with one);
As set forth in every audited annual consolidation financial statement;
(iv) To maintain the minimum adjusted consolidation capital for every time during the payable amount has not been fully paid, not
less than Rp. 5,000,000,000,000.00 (five trillion rupiah).
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Equity means the account of equity number in consolidation balance sheet of the Issuer.
Procurement Debt to the Supplier means the account of procurement debt amount in consolidation balance sheet of the Issuer.
(m) To conduct rating of the bond in accordance with the regulation number : IX.C.11 Attachment of Decision of the Chairman of Capital
Market Supervisory Agency dated 14-12-2006 (the fourteenth day of December two thousand six) regarding the Rating of Payable Stock
and its amendment and or other regulation that shall be obliged to be obeyed by the Issuer.
Article 12
DEFAULT AND LEGAL CONSEQUENCE
12.1 In the event of one of the conditions or events mentioned in paragraph 12.5 of this article arising and the condition and event has been arising for 15
(fifteen) working days after the written reprimand has been accepted from the trustee without any improvement effort started to be implemented by
the Issuer in order to eliminate such event, then:
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a. The trustee shall have right to notify the event to the bond holder through 1 (one) Indonesian language daily newspaper which nationally
published and 1 (one) Indonesian language daily newspaper which at least locally published in the domicile place of the Issuer.
b. The trustee shall have right to declare that as a result, any and all payable amount at once become mature and may be collected; and
c. The trustee shall also, based on its consideration, have right to summon General Meeting of Bond Holders (RUPO) according to the
provision and procedure in trusteeship agreement and in the said General Meeting of Bond Holders (RUPO), the trustee shall inquire the
Issuer to give explanation related to such negligence.
12.2 If General Meeting of Bond Holders (RUPO) shall not able to accept the explanation and the reasons expressed by the Issuer, or if the Issuer may
not give any explanation whatsoever to General Meeting of Bond Holders (RUPO) then General Meeting of Bond Holders (RUPO) shall be able, at
the same time, to determine the steps that shall be taken to the Issuer related to the bond.
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12.3 If General Meeting of Bond Holders (RUPO) decided that the trustee shall conduct legal actions to force the debt collection to the Issuer then the
trustee, within the time specified in General Meeting of Bond Holders (RUPO) resolution, shall submit the claim for payment and conduct legal
actions related to the collection to the Issuer.
12.4 Any and all cost related to summon action and convention of General Meeting of Bond Holders (RUPO), and legal action conducted related to the
default shall be borne by and shall be obliged to be reimbursed by the Issuer.
12.5 The default as referred to in paragraph 12.1. of this article shall include one or more events or condition as follows:
a. The issuer negligent to pay bond interest on the payment date of bond interest and/or fully pay the bond principal on the full payment
date of bond principal to the bond holder; or
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b. The issuer negligent to implement or obey one or more provisions in trusteeship agreement which materially have negative impact to the
ability of the issuer to meet its obligations in trusteeship agreement;
c. The issuer is wounded up (in addition to the winding up of as a result of merger) or declared as bankrupt; or
d. If the Court or the authorized government institution, with any methods whatsoever, has seized or takeover the entire or most of the
Issuer properties or has taken any actions obstructing the Issuer to run most of or the entire business so that it may materially influence
the Issuer ability to meet its obligations in trusteeship agreement; or
e. If most of the rights, permits and other approvals of Government of Republic of Indonesia owned by the issuer and/or subsidiary are
annulled and declared as not valid, or the issuer and/or subsidiary shall not obtain any permit or approval required by the prevailing
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law provision, which materially have negative impact of the continuation of the issuer business and materially have influenced the issuer
ability to meet the obligations determined in trusteeship agreement; or
f. If the information and guarantee of the issuer concerning the corporate condition or status or the issuer financial condition is materially
incompatible with the reality or not true, including the statement and guarantee of the issuer as referred to in article 15 of trusteeship
agreement; or
g. If the issuer and/subsidiary has declared as negligent related to the debt agreement between the issuer and/or subsidiary with one of the
creditor, both has been existing or shall be existing in the future or hereafter, at the equal facility number with or higher than 10% (ten
percent) of the revenue or 20% (twenty percent) of the issuer equity, of which lower; or
h. The issuer or subsidiary based on the court instruction having legal force shall be obliged
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to pay an amount of fund to the third party which if it is paid then it shall materially influence the ability of the issuer to meet the
obligations determined in trusteeship agreement.
12.6 By waiving every provision in this trusteeship agreement regulating otherwise, the trustee shall have right to declare a default and therefore declare
that any and all payable amount shall be mature and at once in the event of default as referred to in paragraph 12.5 point (c), (d) and/or (f), and to
take other legal actions related to such matter mentioned in this article.
Article 13
For the purpose of General Meeting of Bond Holders (RUPO) convention, the required quorum, voting right and decision making, the following provision shall
be effective without having prejudiced to the provision in Capital Market Regulation and other prevailing laws and regulationss provision in Capital Market area
and Stock Exchange regulation where the bond is registered:
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13.1 General Meeting of Bond Holders (RUPO) shall be convened at any time according to the provisions of this article, such as for the following
purposes:
a. To deliver the notification to the Issuer or trustee or to give guidelines to the trustee to take other actions.
b. To dismiss the trustee and appoint the alternate trustee in accordance with the provisions of trusteeship agreement.
c. To take other actions authorized to be taken from or on behalf of bond holder including but not limited to amend the trusteeship
agreement subject to the provisions in trusteeship agreement and the prevailing laws and regulations.
d. To make decision related to the change of bond interest rate, the change of procedure of bond interest payment and/or bond principal
including the change of bond to the Issuer equity, the change of bond period and amendment of trusteeship agreement for the purpose of
such changes mentioned hereinabove, of which the
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provision of such changes mentioned hereinabove shall only able to be requested by the Issuer if the Issuer is in negligent condition as
referred to in article 12 of the trusteeship agreement.
e. To make the required decision related to the purpose of the issuer or bond holder representing at least 20% (twenty percent) of the
payable bond principal in order to conduct the annulment of bond registration in KSEI in accordance with Capital Market Regulation and
KSEI.
f. To make decision regarding force majeure in the event of the agreement between the issuer and trustee is not reached.
g. To take other actions required for the interest of bond holder based on the provision of trusteeship agreement and/or prevailing laws and
regulations.
h. To make decision related to the default as referred to in article 12 of trusteeship agreement.

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13.2 Subject to the prevailing regulation in Capital Market area, General Meeting of Bond Holders (RUPO) may be convened if:
a. One or more bond holders representing at least 20% (twenty percent) of the payable bond principal (exclude the bond amount owned by
the issuer and/or affiliated company) shall submit written proposal to the trustee in order to convene General Meeting of Bond Holders
(RUPO) by containing the event proposed and attaching the original copy of Certificate of Meeting Invitation (KTUR) of KSEI obtained
through Account Holder and presented the original copy of Certificate of Meeting Invitation (KTUR) to the trustee, unless otherwise
provided by the trustee, provided that as of the issue of Certificate of Meeting Invitation (KTUR), the bond shall be freeze by KSEI, an
amount of bond contained in Certificate of Meeting Invitation (KTUR).
The revocation of bond freezing by the KSEI shall only able to be conducted after obtaining written approval from the trustee.
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b. The trustee or Supervisory Agency for Capital Market and Financial Institution or the issuer shall deem as necessary to convene General
Meeting of Bond Holders (RUPO).
13.3. a. The trustee shall conduct summon for General Meeting of Bond Holders (RUPO) and convene General Meeting of Bond Holders
(RUPO) not later than 30 (thirty) calendar days as of the acceptance of the application. In the event of the trustee rejects the application
of the bond holder or the issuer to convene General Meeting of Bond Holders (RUPO) then the trustee shall give written notification
containing the reasons to the applicant with copies for Supervisory Agency for Capital Market and Financial Institution not later than 21
(twenty one) calendar days after the acceptance of application.
b. The trustee shall be obliged to deliver General Meeting of Bond Holders (RUPO) plan not later than 7 (seven) calendar days before
General Meeting of Bond Holders (RUPO) summon and deliver the result of General Meeting of Bond
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. Holders (RUPO) not later than 2 (two) calendar days after General Meeting of Bond Holders (RUPO) is convened to Supervisory
Agency for Capital Market and Financial Institution.
13.4 General Meeting of Bond Holders (RUPO) procedure:
a. General Meeting of Bond Holders (RUPO) may be convened in the issuer domicile or other places where the bond is registered or agreed
by the issuer and trustee.
b. General Meeting of Bond Holders (RUPO) summon shall be obliged to be conducted 2 (two) times and posted at least in 2 (two)
Indonesian language newspaper which nationally published provided that the first summon shall be conducted 14 (fourteen) working
days before the General Meeting of Bond Holders (RUPO) and the second summon shall be conducted 7 (seven) working days before the
General Meeting of Bond Holders (RUPO).
c. The summon shall be explicitly contained the date, hour, place and agendas of General Meeting of Bond Holders (RUPO).
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d. General Meeting of Bond Holders (RUPO) shall be chaired by the trustee and the trustee shall be obliged to prepare General Meeting of
Bond Holders (RUPO) and General Meeting of Bond Holders (RUPO) material and also to appoint the Notary Public that shall make the
minutes of General Meeting of Bond Holders (RUPO). In the event of replacement of trustee requested by the issuer or bond holder,
General Meeting of Bond Holders (RUPO) shall be chaired by the issuer or bond holder requesting General Meeting of Bond Holders
(RUPO) and the issuer or bond holder requesting General Meeting of Bond Holders (RUPO) shall prepare General Meeting of Bond
Holders (RUPO) and General Meeting of Bond Holders (RUPO) material and also to appoint the Notary Public that shall make the
minutes of General Meeting of Bond Holders (RUPO).
e. The bond holder having right to be present in General Meeting of Bond Holders (RUPO) is the bond holder having Certificate of
Meeting Invitation (KTUR) and whose name registered in the list of Certificate of Meeting Invitation (KTUR) issued by KSEI.
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f. The bond holder attending General Meeting of Bond Holders (RUPO) shall be obliged to submit the Certificate of Meeting Invitation
(KTUR) to trustee.
g. One of the bond overbooking unit shall give the right to the holder to give 1 (one) vote. The vote is given in written and signed by
mentioning Certificate of Meeting Invitation (KTUR) number.
h. Blank vote, abstain, and invalid vote shall be deemed as not voted including the bond owned by the issuer and/or affiliated company.
i. Any and all bond deposited in KSEI is freeze so that the bond may not be overbooked since 3 (three) exchange days before the date of
General Meeting of Bond Holders (RUPO) until the end date of General Meeting of Bond Holders (RUPO) proven by the notification
from the trustee or after obtaining approval from the trustee.
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j. Before General Meeting of Bond Holders (RUPO) is conducted, the Issuer shall make statement concerning the bond owned and/or
owned by affiliated company.
k. Unless the costs arising as a result of the retirement of trustee as referred to in article 3 paragraph 3.8 point c of trusteeship agreement,
the natural costs related to the announcement posting for the purpose of General Meeting of Bond Holders (RUPO) summon and in order
to announce the result of General Meeting of Bond Holders (RUPO) and any and all costs of General Meeting of Bond Holders (RUPO)
including but not limited to the Notary Public cost and room rent cost shall be borne to the Issuer and the Issuer shall commit to pay the
costs.
l. Of the General Meeting of Bond Holders (RUPO) convention, the minutes of General Meeting of Bond Holders (RUPO) shall be obliged
to be made by Notary Public as the valid instrument and binding the bond holder, trustee and the issuer. The trustee shall be obliged to
announce General Meeting of Bond Holders (RUPO) resolution by
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posting an announcement in at least 1 (one) Indonesian language daily newspaper which nationally published not later than 7 (seven)
working days after the General Meeting of Bond Holders (RUPO).
m. If the quorum shall not be reached in the first General Meeting of Bond Holders (RUPO) then the second General Meeting of Bond
Holders (RUPO) with the same agenda may be convened within the near future of 10 (ten) working days period and not later than 21
(twenty one) working days after the first General Meeting of Bond Holders (RUPO) provided that re-summon to the bond holder shall be
conducted not later than 7 (Seven) working days before the second General Meeting of Bond Holders (RUPO) by announcing it in at
least 1 (one) Indonesian language daily newspaper which nationally published.
n. If the quorum shall not be reached in the second General Meeting of Bond Holders (RUPO) then the third General Meeting of Bond
Holders (RUPO) with the same agenda may be convened within the near future of 10 (ten) working days period and
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not later than 21 (twenty one) working days after the second General Meeting of Bond Holders (RUPO) provided that re-summon to the
bond holder shall be conducted not later than 7 (Seven) working days before the third General Meeting of Bond Holders (RUPO) by
announcing it in at least 1 (one) Indonesian language daily newspaper which nationally published.
13.5 Without having prejudiced to the provision contained in the Capital Market Regulation and Stock Exchange Regulation and other laws and
regulations:
a. Unless the reasons mentioned in paragraph 13.5 point b of this article, then:
i. General Meeting of 2Bond Holders (RUPO) may be convened if it is attended by the bond holder or their valid attorney
representing at least /3 (two thirds) of the amount of payable
1
bond principal (exclude the bond amount owned by the issuer
and/or affiliated company) and it is approved by more than /2 (half) of the amount of payable bond principal attended and/or
represented having valid voting right in
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General Meeting of Bond Holders (RUPO) (exclude the bond amount owned by the issuer and/or affiliated company) subject to
paragraph 13.4 point h of this article.
ii. The second General Meeting of Bond Holders (RUPO) shall2 be valid and have right to make binding resolution if it is attended
by bond holder or their valid attorney representing at least /3 (two third) of the amount of payable1bond principal (exclude the
bond amount owned by the issuer and/or affiliated company) and it is approved by more than /2 (half) of the amount of
payable bond principal attended and/or represented having valid voting right in General Meeting of Bond Holders (RUPO)
(exclude the bond amount owned by the issuer and/or affiliated company) subject to paragraph 13.4 point h of this article.
iii. The third General Meeting of Bond Holders (RUPO) shall valid and have right to make binding resolution without calculating
the presence quorum provided that it is
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2
approved by more than /3 (two thirds) of the amount of payable bond principal attended and/or represented having valid
voting right in General Meeting of Bond Holders (RUPO) (exclude the bond amount owned by the issuer and/or affiliated
company) subject to paragraph 13.4 point h of this article.
b. Special for General Meeting of Bond Holders (RUPO) in respect of the Issuer request aimed to decide the changes of bond interest rate,
procedure of bond interest payment, and/or bond principal including the change of bond to be the issuer equity, change of bond period
and amendment of trusteeship agreement for the purpose of such changes mentioned hereinabove shall only able to be conducted if the
issuer is negligent as referred to in article 12 of trusteeship agreement with the following requirements:
representing at least /4 (three fourths) of the amount
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of payable bond principal (exclude the bond amount owned3 by the issuer and/or affiliated company) shall have right to make
valid and binding resolution if it is approved by more than /4 (three fourths) of the amount of payable bond principal attended
and/or represented having valid voting right in General Meeting of Bond Holders (RUPO) (exclude the bond amount owned by
the issuer and/or affiliated company) subject to paragraph 13.4 point h of this article.
by bond holder or their valid attorney representing at least /4 (three fourths) of the amount of payable bond principal (exclude
the bond amount owned by3 the issuer and/or affiliated company) and shall have right to make valid and binding resolution if it
is approved by more than /4 (three fourths) of the amount of payable bond principal attended and/or
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represented having valid voting right in General Meeting of Bond Holders (RUPO) (exclude the bond amount owned by the
issuer and/or affiliated company) subject to paragraph 13.4 point h of this article.
iii. If the quorum shall not be reached in the second General Meeting of Bond Holders (RUPO) then the third General Meeting of
Bond Holders (RUPO) may be convened where the third General Meeting of Bond Holders (RUPO) shall 3
be valid and have
right to make binding resolution if it is attended by bond holder or their valid attorney representing at least /4 (three fourths) of
the amount of payable bond principal (exclude the bond amount owned by the 3
issuer and/or affiliated company) and shall have
right to make valid and binding resolution if it is approved by more than /4 (three fourths) of the amount of payable bond
principal attended and/or represented having valid voting right in General Meeting of Bond Holders (RUPO) (exclude the bond
amount owned by the issuer and/or affiliated company) subject to paragraph 13.4 point h of this article.
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13.6 In the event of the bond is owned by the issuer based on the buy back and/or owned by the affiliated company then the vote number are not
calculated in the presence quorum in General Meeting of Bond Holders (RUPO) and shall not have voting right.
13.7 The issuer, trustee and bond holder shall obey, comply and bind to the resolutions made by the bond holder in General Meeting of Bond Holders
(RUPO).
13.8 Further regulations regarding the convention and procedure of General Meeting of Bond Holders (RUPO) may be made and if it is deemed as
necessary, it shall be perfected or amended by the issuer and trustee subject to the prevailing law in Republic of Indonesia and the provision in
article 18 paragraph 18.2 of trusteeship agreement.
13.9 If the provisions regarding General Meeting of Bond Holders (RUPO) otherwise provided by the laws and regulations in Capital Market area then
the said laws and regulations shall be effective.
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Article 14
NEGLIGENCE OF TRUSTEE
If the trustee shall be negligent or conducted a default of the trusteeship agreement, then the provision of article 1267 of Civil Code shall be effective unless it is
the right of the Issuer to request for the annulment or termination of trusteeship agreement.
ARTICLE 15
STATEMENT AND GUARANTEE OF THE ISSUER
The issuer shall declare and guarantee to the trustee and bond holder as follows:
15.1 On the signing date of trusteeship agreement, articles of association of the issuer as defined in the comparison of this deed. In addition to such Deeds
mentioned hereinabove until the signing date of trusteeship agreement in this deed, there shall be no other deeds or documents containing the
amendment of articles of association of the trustee.
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15.2 The Core business area of the issuer is as the network provider and/or telecommunication service and informatics.
15.3 By the signing date of trusteeship agreement, the structure of Board of Directors and Board of Commissioners of the Issuer shall be as follows:
BOARD OF DIRECTORS
– President Director : Mister JOHNNY SWANDI SJAM;
– Vice President Director: : Mister KAIZAD BOMI HEERJEE;
– Director : Mister FADZRI SENTOSA;
– Director : Mister WAHYU WIJAYADI;
– Director : Mister GUNTUR SOALOON SIBORO;
– Director : Mister RAYMOND TAN KIM MENG;
– Director : Mister SYAKIED AHMAD SUNGKAR;
– Director : Mister WONG HEANG TUCK;
– Director : Mister ROY KANNAN;
BOARD OF COMMISSIONERS
– President Commissioners : Mister PETER SEAH LIM HUAT;
– Commissioner : Mister LEE THENG KIAT;
– Commissioner : Mister SIO TAT HIANG;
– Commissioner : Mister SUM SOON LIM;

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– Commissioner : Mister ROES ARYAWIJAYA;
– Commissioner : Mister SETYANTO PRAWIRA SANTOSA;
– Commissioner : Mister SHEIKH MOHAMMED BIN SUHAIM HAMAD

AL-THANI;
– Independent Commissioner : Mister LIM AH DOO;
– Independent Commissioner : Mister SETIO ANGGORO DEWO;
– Independent Commissioner : Mister SOEPRAPTO
15.4 Statement of Bond Issue Registration and its amendment as it shall be delivered to Supervisory Agency for Capital Market and Financial Institution
and Prospectus as it shall be circulated shall not contain the wrong information concerning the material fact and not negligent to mention the
significant fact that shall be contained or necessary to be contained so that the information shall not mislead and the arrangement of prospectus shall
be obliged to meet the requirements stipulated by the Chairman of Supervisory Agency for Capital Market and Financial Institution.
15.5 The issuer has submitted and obtained any and all significant permits and approvals required to have and control its properties and assets and able to
run
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its business and activities as undergoing and as the knowledge of the Issuer, it shall not violate or negligent in meeting the laws and regulations or
significant permit required so that it may influence the issuer business activities materially or part of the issuer properties and assets.
15.6 The issuer, on the signing date of this trusteeship agreement, shall not involve in any case either civil or criminal or arbitration or administrative case
that may influence the issuer ability to perform its obligation based on trusteeship agreement.
15.7 The signing of issue document shall not violate or not the violation of the terms and condition and/or not the negligence based on loan agreement,
security right or agreement or other documents where the issuer is one of the parties on the signing date of trusteeship agreement or based on articles
of association of the issuer and as the knowledge of the issuer, other prevailing laws and regulations in Indonesia and shall be effective for the issuer
or a binding final level decision of the authorized Indonesian Court Agency or government agency of Republic of Indonesia issued to the issuer
having significant control of the issuer business.
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15.8 Unless the liabilities as presented in the annual financial statement of the issuer for the fiscal year ended on 30-09-2007 (the thirtieth day of
September two thousand seven) audited by Accountant Public Office Purwantono, Sarwoko & Sandjaja or notified in written by the issuer to the
trustee, the issuer on the agreement signing date.
15.9 The preparation of any and all issue documents have been made accordingly by the issuer based on the requirements in the prevailing laws and
regulations and has been signed accordingly on behalf of the issuer and shall be the valid and binding liability for the issuer which implementation
may be executed in accordance with the requirements unless it is limited by the prevailing laws and regulations in Indonesia.
15.10 The Bond issue has been approved accordingly based on the articles of association of the issuer and the prevailing laws and regulations and bond is
the valid
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and binding liability for the issuer which implementation may be executed in accordance with the requirements
15.11 The parties signing the trusteeship agreement and other agreements related to the bond issue on behalf of the issuer is the party having right and full
authority to sign the agreements mentioned hereinabove.
15.12 To the knowledge of the issuer, any and all financial statements that have been and/or shall be submitted by the issuer to the trustee shall accurately
and correctly describe and present the financial condition and the issuer asset.
15.13 The issuer hereby shall release the trustee from any and all liabilities or responsibilities related to the statement and guarantee given by the issuer in
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Article 16
NOTIFICATION
16.1 Any and all notifications from one party to other party in trusteeship agreement shall be deemed as it has been implemented legally and accordingly
if it is signed by the authorized party and shall be delivered to the address mentioned hereinunder by registered mail or directly delivered by
obtaining receipt or by telex.
THE ISSUER:
Name : PT INDOSAT Tbk.;
Address : Jalan Medan Merdeka Barat Number:21; Jakarta 10110;
Phone : (021) 30003001;
Facsimile : (021) 3809833;
Attention : Board of Directors;
THE TRUSTEE :
Name : PT BANK RAKYAT INDONESIA (PERSERO)Tbk;
Address : Desk Investment Banking, Treasury Division; BRI II Building 3rd Floor; Jalan Jenderal Sudirman Number :44–46;
Jakarta 10210;
Phone : (021) 570 9060 Ext. 2371 and 250 0124;
Facsimile : (021) 251 1647;
Attention : Treasury Division Head/Head of Desk Investment Banking;

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16.2 If one of the parties experiences change of address the party experienced the change of address shall be obliged to notify to other parties not later
than 5 working days as of the change of address.
Article 17
OTHER PROVISIONS
17.1 Trusteeship agreement shall be effective as of the signing date of this deed provided that the rights and liability of the parties arising since the issue
date until the amount of payable shall be fully paid and any and all liabilities of the trustee and the issuer shall be completed.
17.2 The trusteeship agreement shall not able to be amended and/or added, either entirely or partly, unless if the amendment and/or addendum is made in
a written agreement signed by the issuer and trustee and by the notification to Supervisory agency for capital market and financial institution without
having prejudiced to other provision in trusteeship agreement.
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17.3 If one party negligent to accordingly meet the liability arising a result of bond or based on trusteeship agreement, agreements or other documents
made or issued in relation to bond issue then the party shall be deemed as negligent to perform its liability as the time passed by and therefore any
evidence and/or information shall no longer be required in any form whatsoever considering provision of article 12 of trusteeship agreement.
17.4 Certificate of trustee concerning the amount of bond interest and/or bond principal and other money amount at any time payable and shall be obliged
to be paid by the issuer to the bond holder shall be the evidence of payable amount without having prejudiced to the issuer right to prove that the
actual payable amount by the issuer is less than the amount stipulated by the trustee. In the event of the calculation difference of the issuer payment
liability then the trustee together with the issuer shall conduct recalculation.
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17.5 The trusteeship agreement shall be effective and binding for the parties and the substitute (-s) holder of right of each party.
17.6 Unless otherwise provided in the trusteeship agreement if the dates stipulated to pay bond interest or bond principal amount shall be due not on the
exchange day then the payment shall be paid on the next exchange day.
17.7 The costs of trusteeship agreement preparation, agreement and other document related to the issue where the issuer shall be the party within the
agreement, shall be borne and paid by the issuer.
17.8 Trusteeship agreement is the final approval and agreement reached by the parties in trusteeship agreement related to the matters contained in
trusteeship agreement and therefore the trusteeship agreement shall replace any and all approvals, agreements and commitments that ever been
drawn by the parties before the signing of trusteeship agreement either verbally or written, either directly or indirectly, related to the matters
contained in trusteeship agreement.
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17.9 The trusteeship agreement and the execution shall obey and comply to and defined in accordance with the law provision and law of republic of
Indonesia.
Article 18
SETTLEMENT OF DISPUTE
18.1 The parties shall make any effort to settle, in amicable deliberation, any and all disputes or different opinion, or controversy arising from or related
to the trusteeship agreement. In the event of the dispute or different opinion, or controversy shall not be settled in amicable deliberation way within
30 (thirty) calendar days period as of the written notification date of one of the parties concerning the dispute (“Grace Period”) then the dispute or
different opinion, or controversy shall be settled by Indonesian National Arbitration Agency (“BANI”) using BANI event and regulation and comply
to the Law Number : 30 Year 1999 (one thousand nine hundred ninety nine) regarding Arbitration and Alternative of Settlement of Dispute
(“Arbitration
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Law”) completed with any and all amendments unless explicitly otherwise provided in trusteeship agreement.
18.2 The parties shall agree and covenant that the arbitration implementation shall be implemented with the following methods:
(i) Arbitration process shall be implemented in Jakarta, Indonesia and in Indonesian language;
(ii) The arbiter that shall implement the arbitration process is in the form of arbitration council consisting of 3 (three) arbiters where at least 1
(one) arbiter is the legal consultant that has been registered in Supervisory Agency and Financial Institution as the supporting profession
of capital market (if any);
(iii) The appointment of arbiter shall be implemented not later than 30 (thirty) calendar days as of the termination of grace period.
Each party having dispute shall appoint an arbiter;
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(iv) Not later than 14 (fourteen) calendar days as of the appointment of both arbiter by each party then both arbiter shall be obliged to appoint
and chose the third arbiter that shall be acting as the Chairman of Arbitration Council;
(v) If there is no agreement reached in appointing the third arbiter then the chosen and appointment of the arbiter shall be delivered to the
Chairman of BANI in accordance with BANI regulation and event;
(vi) The parties to the trusteeship agreement shall be obliged to assist the arbitration council to obtain any and all information required to
settle the dispute accordingly.
(vii) The arbitration council shall examine the case and dispute based on the provision and interpretation on the basis of Indonesian law and
the aim and purpose of trusteeship agreement.
(viii) The decree of arbitration council is final, binding and having permanent legal force for the party having dispute and shall be obliged to
be
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implemented by the parties. The parties shall agree and commit to not claim or annul the decree of arbitration council of BANI the said
in any court whatsoever;
(ix) In order to implement the decree of BANI arbitration, it shall be executed in the permanent domicile (law domicile) in Registrar Office
of Central Jakarta District Court in Jakarta;
(x) Any and all costs arising related to the arbitration process shall be borne by each party;
(xi) Any and all rights and liabilities of the parties based on trusteeship agreement shall be continued to be effective as the implementation of
the arbitration process.
– The appearing persons shall declare hereby guarantee the accuracy of the identity of the appearing persons in accordance with the identity card delivered to me,
Notary Public and fully responsible of the said matters and hereinafter the appearing persons shall also declare that have understood the content of this deed.
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– Of any and all matters mentioned hereinabove,
IN WITNESS WHEREOF THIS DEED
– Is made as minutes, recited and executed in Jakarta on the day and date as first mentioned at the preamble of this deed in the presence of:
1. –Mistress INDAH FATMAWATI, Bachelor of Law, born in Jakarta, on 28-07-1959 (the twenty eighth day of July one thousand nine hundred fifty
nine), Indonesian citizen, residing in South Jakarta, Tebet Timur Dalam VI K/4, Neighborhood Association 003, community association 006, Tebet
Timur Sub District, Tebet District.
–The holder of residential identity card number : 09.5007.680759.0199.
2. –Mistress DIYAH SUWATI, born in Solo, on 26-10-1964 (the twenty sixth day of October one thousand nine hundred sixty four), Indonesian
citizen, residing in Tangerang, Jalan Talas II, Pondok Cabe Ilir, neighborhood association 02, community association 01, Pondok Cabe Ilir Sub
District, Pamulang District.
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–The holder of residential identity card number : 3219222004.1786503.

–for the time being present in Jakarta.
–Both are the employees of the Notary Public, as witnesses.
– Considering this deed has been discussed by the parties accordingly, then this deed shall only able to be recited generally or by the summary by me, Notary
Public to the appearing persons and witnesses, then the appearing persons, the witnesses and I, the Notary Public, duly subscribe our respective signature
hereunto.
– Is executed with one strike with replacement.
– The original copy of this deed is duly signed accordingly
IS ISSUED AS CONFORMED COPY WITH THE SAME TENOR THEREOF
[signed and sealed on stamp duty]
Mrs. POERBANINGSIH ADI WARSITO, SH.

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Exhibit 15.14
ADDENDUM
AGREEMENT FOR TRUSTEESHIP “SUKUK IJARAH”
INDOSAT III YEAR 2008
–Number : 26.-
–At 16.00 (sixteen hundred hours) Western Indonesian Time.
–On this day, Monday, on 17-03-2008 (the seventeenth day of March two thousand eight).
–Appearing before me, Mistress POERBANINGSIH ADI WARSITO , Bachelor of Law, Notary Public practicing in Jakarta, in the presence of witnesses
who are known to me, Notary Public, and whose names shall be mentioned at the conclusion of this deed;
I. Mister JOHNY SWANDI SJAM, born in Jakarta, on the 15-08-1960 (the fifteenth day of August one thousand nine hundred sixty), Indonesian
Citizen, President Director of a company mentioned hereinunder, residing in East Jakarta, at Jalan Pulo Asem I number: 10, Neighborhood
Association 003, Community Association 001, Jati Sub-District, Pulo Gadung District.
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– According to his statement in this matters acting in his capacity so set forth hereinabove, and therefore shall represent Board of Directors, while in
order to execute legal act hereinunder according to his statement has obtained approval from Board of Commissioner, PT. Indosat Tbk, one and
another as transpired under RESOLUTION OF THE BOARD OF COMMISSIONERS OF PT INDOSAT Tbk., dated 19-11-2007 (the nineteenth
day of November two thousand seven) whose the original is shown to me, Notary Public, of and therefore for and on behalf of and as such shall
lawfully represent PT INDOSAT Tbk, having its domicile in Jakarta whose articles of associations and the amendments made thereto shall be
contained in:
– Deed dated 08-03-2004 (the eighth day of March two thousand four) number:07, drawn up and passed before me, Notary Public, the
report of amendment to article of association of which has been accepted and recorded in the Database of Legal Entity Development
Management Information System (Sisminbakum) Directorate General of Common Law Administration, Ministry of LawTHand Human
Rights the Republic of Indonesia, dated 08-03-2004 (the eight day of March two thousand four) number C-05582 HT.01.04 .2004;
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– Deed dated 30-9-2004 (the thirtieth day of September two thousand four) number:145, drawn up and passed before AULIA TAUFANI,
Bachelor of Law, then as alternate notary for SUTJIPTO, Bachelor of Law, Notary Public practicing in Jakarta, that has obtained
approval from Minister of Law and Human Rights of the Republic of Indonesia by virtue of letter dated 02-12-2004 (the second day of
December two thousand four) number: C-29270 HT.01.04.TH.2004 and whose report of articles of association and amendment has been
accepted and recorded in the Database of Legal Entity Development Management Information System (Sisminbakum) Directorate
General of Common Law Administration, Ministry of Justice and Human Rights the Republic of Indonesia dated 08-12-2004 (the eighth
day of December two thousand four) number: C-00088 HT.01.04.TH.2005;
– Deed dated 15-01-2005 (the fourteenth day of January two thousand five) number:79, drawn up and passed
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before AULIA TAUFANI, Bachelor of Law, then as alternate notary for SUTJIPTO, Bachelor of Law, Notary Public practicing in
Jakarta, whose report of articles of association and amendment has been accepted and recorded in the Database of Legal Entity
Development Management Information System (Sisminbakum) Directorate General of Common Law Administration, Ministry of Justice
and HumanTH
Rights the Republic of Indonesia, dated 04-02-2005 (the fourth day of February two thousand five) number: C-03065
HT.01.04 .2005;
– Deed dated 28-04-2005 (the twenty eighth day of April two thousand five) number:150, drawn up and passed before AULIA TAUFANI,
nineteenth day of May two thousand five) number C-13673 HT.01.04.TH.2005;
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– Deed dated 22-07-2005 (the twenty second day of July two thousand five) number:157, drawn up and passed before AULIA TAUFANI,
General of Common Law Administration, Ministry of Law and Human Rights the Republic of Indonesia, dated 08-08-2005 (the eighth
day of August two thousand five) number C-21968 HT.01.04.TH.2005;
General of Common Law Administration, Ministry of Law and Human Rights the Republic of Indonesia, dated 02-12-2005 (the second
day of December two thousand five) number C-32142 HT.01.04.TH.2005;
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sixteenth day of December two thousand five) number C-33508 HT.01.04.TH.2005;
– Deed dated 23-01-2006 (the twenty third day of January two thousand six) number:122, drawn up and passed before AULIA TAUFANI,
General of Common Law
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Administration, Ministry of Law and Human Rights the Republic of Indonesia, dated 15-02-2006 (the fifteenth day of February two
thousand six) number C-04216 HT.01.04.TH.2006;
– Deed dated 05-05-2006 (the fifth day of May two thousand six) number:31, drawn up and passed before AULIA TAUFANI, Bachelor of
Law, then as alternate notary for SUTJIPTO, Bachelor of Law, notary Public practicing in Jakarta, the notice of which has been accepted
and recorded in the Database of Legal Entity Development Management Information System (Sisminbakum) Directorate General of
Common Law Administration, Ministry of Law and Human Rights the Republic of Indonesia, dated 02-06-2006 (the second day of June
two thousand six) number C-16129 HT.01.04.TH.2006;
– Deed dated 21-09-2006 (the twenty first day of September two thousand six) number:129, drawn up and passed before AULIA
TAUFANI, Bachelor of Law, then as alternate notary for SUTJIPTO, Bachelor of Law, notary Public practicing in Jakarta, the notice of
which has been accepted and recorded in the Database of Legal Entity
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Development Management Information System (Sisminbakum) Directorate General of Common Law Administration, Ministry of Law
and Human Rights the Republic of Indonesia, dated 05-10-2006 (the fifth day of October two thousand six) number W7-HT.01.04-1787;
– Deed dated 09-11-2006 (the ninth day of November two thousand six) number:38, drawn up and passed before AULIA TAUFANI,
General of Common Law Administration, Ministry of Law and Human Rights the Republic of Indonesia, dated 28-11-2006 (the twenty
eighth day of November two thousand six) number W7-HT.01.04-4134;
The recent Structure of Board of Directors and Board of Commissioners as transpired under deed dated 05-06-2007 (the fifth day of June two
thousand seven) number:12, drawn up and passed before AULIA TAUFANI, Bachelor of Law, then as alternate notary for SUTJIPTO, Bachelor of
law, Notary Public practicing in Jakarta.
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–(PT INDOSAT Tbk, hereinafter shall be referred to as “Issuer”).
II. –Mister LELI SUBARNAS, born in Tasikmalaya, on 01-01-1964 (the first day of January one thousand nine hundred sixty four), Indonesian
Citizen, Group Head Trust & Corporate Services from the company mentioned hereinunder, residing in South Jakarta, at Jalan Simaskot number:2,
Neighborhood Association 007, Community Association 006, Cipete Selatan Sub-District, Cilandak District.
–According to his statement in this matters acting in his capacity by virtue of power of attorney vested to him dated 09-08-2007 (the ninth day of
August two thousand seven) number: B.417-DIR/KUI/TRY/08/2007, made sub rosa, bearing sufficient stamp duty, the original of which is shown
to me, Notary Public, of and therefore for and on behalf of and shall lawfully represent:
– Mister ABDUL SALAM, Director of Finance of Company shall be mentioned hereinunder, Indonesian Citizen, residing in Jakarta.
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Authorizing Person/Authorizer of which in this matter shall represent and duly acting in his capacity, and therefore duly represent Board of
Directors, of and as such act for and on behalf of and lawfully represent LIMITED LIABILITY COMPANY (Limited by Shares) OF BANK
RAKYAT INDONESIA Tbk or abbreviated PT BANK RAKYAT INDONESIA (Limited by Shares) Tbk, whose articles of association have been
announced in State Gazettes of the Republic of Indonesia dated 11-09-1992 (the eleventh day of September one thousand nine hundred ninety two)
Number:73 Supplement to the State Gazette of the Republic of Indonesia Number:3A and most recently contained in State Gazettes of the Republic
of Indonesia dated 04-11-2003 (the fourth day of November two thousand three) number: 88 Supplement Number:11053. The Recent Structure of
member of Board of Directors and Board of Commissioner shall be contained under deed dated 08-11-2007 (the eighth day of November two
thousand seven) number:69, drawn up and passed before IMAS FATIMAH, Bachelor of Law, Notary public practicing in Jakarta.
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–Who has obtained Certificate of Registration as Trustee dated 11-06-1996 (the eleventh day of June one thousand nine hundred ninety six) number:
08/STTD WA/PM/1996 so issued by Capital Market Supervisory Agency (BAPEPAM).
(PT Bank Rakyat Indonesia (Limited by Shares) Tbk hereinafter shall be referred to as “Trustee”);
–The appearing person respectively acting in their capacity set forth hereinabove shall first declare the following matters under this deed:
1. That Issuer shall issue and offer:
a. Bonds to the Public through Public Offering namely “BONDS OF INDOSAT VI YEAR 2008 AT FIXED INTEREST RATE” at the
principal sum of Rp.1,080,000,000,000.00 (one trillion eighty billion Rupiah) consisting of:
– A-Series Bonds within the effective period of 5 (five) years as of the date of the issue; and
– B-Series Bonds within the effective period of 7 (seven) years as of the date of the issuer;
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b. Sukuk Ijarah to the Public through Public Offering namely “SUKUK IJARAH INDOSAT III YEAR 2008”, at the sum of
Rp.570,000,000,000.00 (five hundred fifty billion Rupiah), within the effective period of 5 (five) years as of the date of the issue;
hereinafter shall be registered/listed in Stock Exchange;
2. That for the purpose of issue of bonds, The Issuer has obtained rating in respect of long term debt instrument at the rating of id AA+ (Double A
Plus; Stable Outlook) of PT Pemeringkat Efek Indonesia, as transpired by virtue of its letter dated 06-02-2008 (the sixth day of February two
thousand eight) number:083/PEF-Dir/II/2008.
3. That for the purpose of Public Offering of this Bonds, the Issuer has appointed PT Bank Rakyat Indonesia (Limited by Shares) Tbk, as Trustee
pursuant to law of Capital Market and Article 6 Law Number:7 year 1992 (one thousand nine hundred ninety two) dated 25-03-1992 (the twenty
fifth day of March one thousand nine hundred ninety two) regarding
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Banking so amended by Law Number:10 year 1998 (one thousand nine hundred ninety eight) dated 10-11-1998 (the tenth day of November one
thousand nine hundred ninety eight) regarding Amendment to Law Number: 7 year 1992 (one thousand nine hundred ninety two).
4. That in accordance with provision set forth in Article 70 paragraph 1 of Law of Capital Market and Regulation Number: IX.A.2. regarding
Procedures of Registration For the Purpose of Public Offering as contained in Attachment of Decree of Capital Market Supervisory Agency
(Bapepam) Number:Kep 25/PM/2003 dated 17-07-2003 (the seventh day of July two thousand three), in order to conduct the following issue and
Public Offering:
(a) The Issuer shall be obliged and therefore has declared the Statement of Registration to the Chairman Capital from Supervisory Agency
for Capital Market and Financial Institution (Bapepam & LK) ;
(b) The Statement of Registration shall be duly effective and
(c) The Issuer shall be obliged to comply with the requirement of registration set out in Stock Exchange in accordance with the prevailing
laws and regulations.
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5. That pursuant to provision of Article 52 of Law of Capital Market, both the Issuer and Trustee hereto shall hereby enter into Agreement of Trustee
of Bonds of VI INDOSAT YEAR AT FIXED INTEREST RATE as transpired under the deed of me, the Notary Public, dated 18-02-2008 (the
eighteenth day of February two thousand eight) number:29 as amended in its entirety under this deed regulating in detail any and all rights and
obligations of the Issuer, the holder of Bonds and Trustee;
6. That for the purpose of Bonds Public Offering hereunder, the Issuer hereto shall appoint PT. DANAREKSA SEKURITAS and PT. MANDIRI
SEKURITAS, both having its domicile in Jakarta, as Underwriter of Issue and Bonds Conduct who shall be held liable for the Implementation and
Administrative Procedures in respect of Bonds Public Offering and subsequently PT DANAREKSA SEKURITAS and PT MANDIRI SEKURITAS
hereto have approved the appointment made thereto as the Underwriter of such Bonds Issue Conduct, one and another as transpired under
Agreement of Warranty
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for the Issue of Bonds dated 18-02-2008 (the eighteenth day of February two thousand eight) number:30 as amended by virtue of deed dated on this
Monday, 17-03-2008 (the seventeenth day of March two thousand eight) number:28, both shall be drawn up and passed before me, Notary Public.
7. That in connection with Public Offering of this Bonds, the Issuer hereto has appointed PT. Kustodian Sentral Efek Indonesia (“KSEI”), a limited
liability company having its domicile in Jakarta, to act as an Paying agent made sub rosa, bearing sufficient stamp duty, dated 18-02-2008 (the
eighteenth day of February two thousand eight) number: SP-011/AP/KSEI/0208.
8. That for the purpose of Public Offering of this Bonds, the Issuer hereto shall require collective Custodian services of KSEI in accordance with
provision set forth in Regulation of KSEI and Agreement Regarding Registration of Bonds in KSEI made sub rosa, bearing sufficient stamp duty,
dated 18-02-2008 (the eighteenth day of February two thousand eight) number: SP-011/PO/KSEI/0208.
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9. That in connection with Public Offering, the Issuer hereto shall appoint PT. Bursa Efek Indonesia (Indonesian Stock Exchange), having its domicile
in Jakarta, to record of Bonds, in accordance with provision so set out in Preliminary Agreement of Bonds Record dated 05-03-2008 (the fifth day of
March two thousand eight) number: FP-012/BEI/PFU/03-2008.
10. That under Agreement of Trusteeship dated 18-02-2008 (the eighteenth day of February two thousand eight) number:29 drawn up and
passed before me, Notary Public the Principal sum of Bonds Seri A and Seri B regarding interest rate and the existence of demand so filed
by the competent party to be changed and/or to be added in the aforementioned Agreement of Trusteeship have not been not mentioned and
regulated.
–In connection with foregoing premises, the appearing persons acting in their respective capacity, hereto shall hereby wish and intend to amend and/or add
provision contained under the said Agreement of Trusteeship. Subsequently it shall be read as follows:
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Article 1
DEFINITION
Unless otherwise expressly stated, any and all terms written beginning with capital letter of this Agreement of Trusteeship shall have the following meaning:
1.1 “Addendum of Agreement of Trusteeship” means amendment and/or addendum to the Agreement of Trusteeship.
1.2 “Affiliates or affiliated party” pursuant to Law of Capital Market means:
(a) Family relationship due to marriage and descendant or lineage until the second degree, either horizontally or vertically
(b) Relationship among the parties and employee, Directors or Commissioners of such parties;
(c) Relationship between 2 (two) companies in which there is one or more similar members of Board of Directors and Board of
Commissioners;
(d) Relationship between company and the party both directly and indirectly controlling or being controlled by the aforementioned company;
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(e) Relationship between 2 (two) companies as controlled both directly and indirectly by the similar party; or
(f) Relationship between company and main shareholder.
1.3. “Paying agent” means KSEI, so appointed under a written agreement by the Issuer and shall be obliged to assist in respect of Bonds Interest Full
Payment and/or Principal Bonds Full Payment as well as penalty (if any) to the Holder of Bonds through the Holder of Account for and on behalf of
the Issuer, on the basis of Rights and Obligations as regulated under Agreement of Paying Agent.
1.4. “Collateral Security and Guarantee” means any and all kinds of Collateral Security and guarantee in respect of assets and properties, assets and
revenue of certain parties so provided in connection with the obligations or other parties obligations, including but not limited to Proprietary Right,
mortgage, pledge, fiduciary, collateral security (borgtocht) and/or corporate guarantee.
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1.5. “Permitted Collateral Security and Guarantee” means:
a. Collateral Security and Guarantee of Issuer or Subsidiary that has been existing and/or being in the process of guarantee administration at
the signing of this deed, provided that if the assets as the object of Collateral Security and Guarantee so mentioned hereinabove have
been released as the guarantee, then the aforementioned assets shall be able to be rebounded to be as Security and Guarantee for the
purpose of party rather than the Holder of Bonds;
b. Collateral Security and Guarantee from the party merging the Issuer or Subsidiary, or from other party to be as Subsidiary of Issuer,
provided that the said Collateral Security and Guarantee have been existing/available before the said party merges or to be Subsidiary of
the issuer, and if the assets as the object of Collateral Security and Guarantee have been released as the guarantee, one and another
matters as a result of consolidation made between the Issuer and Subsidiary, then subsequently the aforementioned assets shall be able to
be rebound to be as
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Collateral Security and Guarantee for the purpose of party in addition to the Holder of Bonds;
c. Collateral Security and Guarantee so provided for the purpose of tender or deposit process, or in order to warrant tax payment, import
duty, or leasing/rental matters;
d. Collateral Security and Guarantee as provided to warrant certain obligations in connection with commercial debt of the Issuer or
Subsidiary as reasonably performed in their daily respective business;
e. Collateral Security and Guarantee in connection with reserve of tax payable;
f. Collateral Security and Guarantee for the purpose of asset acquisition finance through credit in general, exporting credit or supplier, and
finance of vendor or business rental, in which such assets shall be the object of Collateral Security and Guarantee for the said finance and
in the event that additional Collateral Security and Guarantee remain to be required for the purpose of such finance, then the said
additional Collateral Security and Guarantee
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shall be permitted in so far such additional Collateral Security and Guarantee shall be granted in reasonable value in accordance with
general banking practice;
g. Collateral Security and Guarantee arising due to decree of court which has final and conclusive force of law or which has been executed
by competent apparatus;
h. Collateral Security and Guarantee provided for the purpose of finance in respect of cooperation project implementation of the Issuer or
Subsidiary and such other parties in which the aforementioned finance in respect of such project is provided by such other parties
(including the party with whom either the Issuer or Subsidiary holds cooperation);
i. Collateral Security and Guarantee in respect f such other assets from the Issuer arising due to business development or expansion of the
Issuer whose value shall not be more than 10% (ten percent) of the total assets of the Issuer as transpired under the latest financial
statement of the Issuer.
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1.6. “Subsidiary” means any companies so set forth as follows:
a. Whose ownership over the shares either directly or indirectly shall be authorized by the Issuer at least at the sum of 50% (fifty percent)
of total shares issued in relevant company; and
b. Whose financial statement is consolidated by the Issuer in accordance with the finance accounting standard principal that is applicable in
Indonesia.
1.7 “Custodian Bank” means public bank that has obtained approval from Supervisory Agency for Capital Market and Financial Institution (Bapepam &
LK) in order to perform business as Custodian.
1.8. “Bapepam and LK” means Supervisory Agency for Capital Market and Financial Institution as referred to in Decree of Minister of Finance of the
Republic of Indonesia Number:606/KMK.01/005 dated 30-12-2005 (the thirtieth day of December two thousand five) regarding Organization and
Working Procedure of Supervisory Agency for Capital Market and Financial Institution, or the successors, proxies and the assigns.
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1.9. “Interest of Bonds” means the sum of Bonds Interest per year that shall be paid by the Issuer to the Holder of Bonds, in accordance with provision
set out in Article 5 of Agreement of Trusteeship.
1.10 “Stock Exchange” means stock exchange as defined under Article 1 point 4 of Law of Capital Market in this matter it is performed by PT Bursa
Efek Indonesia, having its domicile in Jakarta, or its alternate and/or successor or any other markets so determined hereafter, where both Bonds and
Sukuk Ijarah are listed/registered.
1.11 “Ijarah Remuneration Installment” means the portion of Ijarah Remuneration that shall be paid by the Issuer to the Holder of Sukuk Ijarah (Islamic
leasing system in which goods are bought by the bank and then rented to the client) as the remuneration in respect of benefit so received by the
Issuer on the basis of deed of Ijarah, whose payment shall be made every the Date of Ijarah Remuneration Payment pursuant to the provision so set
out in the Agreement of Trusteeship of
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Sukuk Ijarah (Islamic leasing system in which goods are bought by the bank and then rented to the client).
1.12 “Account Holder Register” means register so issued by KSEI containing notification regarding the ownership by entire Holder of Bonds through the
Holder of Account in KSEI containing notification i.e. name, number of the ownership of bonds, status of tax and citizenship of the Holder of
Account and/or the Holder of Bonds on the basis of data submitted by the Holder of Account to KSEI.
1.13. “Document of Issuer” means:
a. Agreement of Trusteeship;
b. Acknowledgement of indebtedness;
c. Agreement of Bonds Issue Underwriting;
d. Agreement of Paying Agent;
e. Agreement regarding Bonds Register in KSEI;
f. Preliminary Agreement of Stock Record between the Issuer and Stock Exchange for the record of Bonds in Stock Exchange.
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Including any and all amendments, additional and renewals and such other documents as required by competent authority.
1.14 “EBITDA” means consolidated net profit added with several fee i.e. interest, income tax, depreciation and amortization.
1.15 “Stock” means commercial letter i.e. certificate of acknowledgement of indebtedness, commercial letter, depreciation, bonds, debt receipt,
Investment Unit of Collective Investment Contract, Periodic Contract for the Stock and each derivative of Stock.
1.16 “Effective” means the compliance of any and all procedures and requirement of Statement of Register as determined under Article 74 of Law of
Capital Market in conjunction to Provision point 10 of Regulation number: IX.A.2 of Attachment of Decree of Chairman Bapepam number: Kep
25/PM/2003 dated 17-07-2003 (the seventh day of July two thousand three) regarding Procedure of Register for the Purpose of Public Offering, set
forth as follows:
(a) due to the expiry of period:
(i) 45 (forty five) days as of the date of the receipt of Statement of Register by Supervisory Agency for Capital Market and
Financial Institution (Bapepam & LK) in detail; or
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(ii) 45 (forty five) days as of the date of the latest amendment submitted by the Issuer or requested by Supervisory Agency for
Capital Market and Financial Institution (Bapepam & LK) (LK) to be completed; or
(b) On the basis of effective statement of Supervisory Agency for Capital Market and Financial Institution that there is no further
information required;
st
It is provided that the Registration Statement shall be effective not later than March 31 2008 (the thirtieth day of March two thousand eight).
1.17. Issuer means Bond issue by Stock in order to be offered and sold to the people through Public Offering.
1.18 Issue means PT INDOSAT, having its domicile in Jakarta.

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1.19 “Bank Days” mean the days where the banks in Jakarta shall open for public in order to conduct bank operational activity fully and Bank Indonesia
shall also conduct Clearing activity inter-bank.
1.20 “Exchange Days” mean the days where the Stock Exchange shall conduct stock exchange activities which are Monday to Friday except the national
holiday and other holidays as stipulated by the Government of Republic of Indonesia, or the days stated as holiday by stock exchange.
1.21 “Calendar Days” mean every day in one year in accordance with gregarious calendar without any exception.
1.22 “Working days” mean Monday to Friday except national holiday or other holidays stipulated by the Government of Republic of Indonesia.
1.23 “Ijarah (Islamic leasing system in which goods are bought by the bank and then rented to the client) Fee” means the total amount of fund that shall
be obliged to be refunded by the Issue to the Holder of Sukuk Ijarah related to the Issuer based on
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Issuer Documents in the form of installment of Ijarah Fee, Balance of Ijarah Compensation and Loss Compensation as a result of Delay (if any) that
has to be paid by the Issuer from time to time during the effective period of Trusteeship Agreement of Sukuk Ijarah.
1.24 “The total amount of payable” means the total amount of money that have to be paid by the Issuer to the Bond Holder related to or based on Bond
issued and offered by Public offering both in the form of Bond Principal, Bond Interest, and penalty and payment liability or other compensation (if
any) payable from time to time.
1.25 “Issuer Restructured Activity” means restructured action that shall be conducted by the Issuer and Subsidiary from time to time in order to be the
full network and integrated service provider focused to cellular which is consisting of:
(i) Sales action, renting or other methods to transfer the assets and issuer business in the core activity business area of the issuer
(including but not limited to the transfer of any and all agreements and contractual right) to the
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Issuer subsidiary and to sell the Issuer shares in the Subsidiary as it shall not result the shares ownership by the Issuer in the Subsidiary
becomes less than 51% (fifty one percent);
(ii) Any actions to merge the business areas among the Subsidiaries;
(iii) Any action to sell, purchase or other methods in order to restructure the shares ownership or Issuer ownership or Subsidiary excluded the
core Business Activity of the Issuer;
(iv) Other actions required to be conducted based on the amendment of law regulation or policy of the Government of Republic of Indonesia.
1.26 “Core Business Activity of the Issuer” means the core business activity of the Issuer in telecommunication and informatics including:
a. Business and/or activity of the supply and service of the network and/or telecommunication service and informatics;
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b. Service of planning, facilities construction, telecommunication facilities procurement and informatics including the supporting resources
procurement;
c. Operational service (including marketing and network sales and/or telecommunications service and informatics are provided by the
Issuer), maintenance, research, development of facilities and/or telecommunication facilities and informatics, education and training
implementation both domestic and overseas;
d. Any services related to the development of network and/or telecommunication service and informatics.
1.27 “Default” means one or more of the events mentioned in Article 12 of Trusteeship Agreement.
1.28 “Written Confirmation” means the written confirmation report and/or Statement of Bond Balance in Stock Account issued by KSEI or Account
Holder based on the agreement of Stock Account Opening and the confirmation shall become a basis for the payment of bond interest, full payment
of bond principal and other rights related to the Bond.
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1.29 “Written Confirmation for General Meeting of Bond Holders (RUPO)” or “Certificate of Meeting Invitation (KTUR)” means the confirmation letter
of bond ownership issued by KSEI to the bond holder through the account holder, especially for attending General Meeting of Bond Holders
(RUPO) or submitting the request of General Meeting of Bond Holders (RUPO) convention.
1.30 “KSEI” means PT. Kustodian Sentral Efek Indonesia, having its domicile in Jakarta, a company that has obtained business permit of Supervisory
Agency for Capital Market and Financial Institution to conduct any activities as the Depository and Settlement Agency implementing central
custodian activities for the Account Holder whom him/her duty in this Bond Issue is to deposit and administrate the Bond savings based on the
agreement regarding Bond Registration in KSEI and having duty as the Paying Agent based on the Agreement of Paying Agent.
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1.31 “Custodian” means the party giving Stock Custodian and other property services related to the Stock and other services including receiving interest
and other rights, settling stock transaction and representing the account holder who is its customer in accordance with Capital Market Law Provision
including KSEI, Stock Company and Custodian Bank.
1.32 “People” means individual either Indonesian citizen or Foreign citizen and/or legal entity, both Indonesian Legal Entity or foreign legal entity
residing/having its domicile in Indonesia or residing/having its domicile overseas.
1.33 “Adjusted Consolidation Capital” means capital (equity) of Issuer consolidation reduced by intangible assets.
1.34 “Bond” means “BOND OF INDOSAT VI YEAR 2008 AT FIXED RATE INTEREST” at the principal amount of Rp. 1,080,000,000,000.00 (one
trillion eighty billion Rupiah) consisting of:
– A-Series Bonds within 5 (five) years period as of the issue date with 10.25% interest rate (ten point twenty five percent) at the amount of
Rp. 760,000,000,000.00 (seven hundred sixty billion Rupiah); and
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– B-Series Bonds within 7 (seven) years period as of the issue date with 10.80% (ten point eighty percent) interest rate at the amount of
Rp. 320,000,000,000.00 (three hundred twenty billion Rupiah)
that is a payable securities issued by the issuer to the Bond Holder proven by Jumbo Bond Certificate with the requirements as defined in article 5 of
Trusteeship Agreement and registered in KSEI Collective Custodian based on the Agreement of Bond Registration in KSEI.
1.35 “Bond Holder” means the people investing their fund to the Bond and having benefit of the part or entire Bond consisting of:
(a) Account Holder conducting direct investment of the bond; and/or
(b) People exclude the Account Holder conducting investment of Bond through the Account Holder.
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1.36 “Account Holder” means the party whose name registered as the Owner of Stock Account in KSEI including Custodian Bank or Stock Company or
other party approved by KSEI considering the Capital Market Law and KSEI Regulation.
1.37 “Public offering” means the Bond Offer Activities by the Issuer to the people based on the procedure regulated in Capital Market Law, the
implementation regulation and other related provisions related to and according to the provisions contained in the Agreement of Bond Issue
Underwriting.
1.38 “Acknowledgement of Indebtedness” means Issue acknowledgment of the payable obtained in relation to the Bond Issue as set forth in the Deed
dated today, Monday 17-03-2008 (the seventeenth day of March two thousand eight) number : 27 and any and all valid amendments and/or
addendum and/or revision drawn by the respective parties in the future day.
1.39 “Collective custodian” means the Custodian service of stock owned together by more than one party whose interests are represented by Custodian as
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1.40 “Bond Issue Underwriter” means the parties who made the agreement with the Issuer in order to conduct Public offering for the Issuer interest and
to guarantee, in accordance with each underwriting part, with full commitment of the purchase and sales of Bond balance that is not taken by people
in accordance with the provision of agreement of Bond Issue Underwriting.
1.41 “Bond Issue Executive Underwriter” means the party responsible for the implementation of issue in accordance with the Capital Market Law
provision, in this case is PT DANAREKSA SEKURITAS and PT MANDIRI SEKURITAS, both having their domicile in Jakarta in accordance
with the requirements and provisions in the Agreement of Bond Issue Underwriting.
1.42 “Paying Agent Agreement” means an agreement between the Issuer and the Paying Agent regarding the implementation of Bond Interest payment
and the full payment of bond principal and the valid amendments drawn by the related parties in the future day.
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1.43 “Agreement of Bond Issue Underwriting” means the agreement drawn between the Issuer and Bond Issue Executive Underwriter, and the Bond
Issue Underwriter, one another as set forth in my Deed, Notary Public dated 18-02-2008 (the eighteenth day of February two thousand eight)
number: 30 amended by my deed, Notary Public dated today, Monday, 17-03-2008 (the seventeenth day of March two thousand eight) number : 28
and its amendments and/or addendum and/or revisions valid drawn by the related parties in the future day.
1.44 “Trusteeship Agreement” means the agreement drawn between the Issuer and the Trustee as set forth in my deed, Notary Public, dated 18-02-2008
(the eighteenth day of February two thousand eight) number: 29 amended by this deed and its amendments and/or addendum and/or revisions valid
drawn by the related parties in the future day.
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1.45 “Sukuk Ijarah Trusteeship Agreement” means the agreement drawn between the Issuer and Sukuk Trustee related to the issue of Sukuk Ijarah and its
amendments and/or addendum and/or revisions valid drawn by the related parties in the future day.
1.46 “Agreement of Bond Registration in KSEI” means an agreement drawn between the Issuer and KSEI drawn sub Rosa having sufficient stamp duty,
its amendments and/or addendum and/or revisions valid drawn by the related parties in the future day.
1.47 “Registration Statement” means the registration statement and the delivery of documents to Supervisory Agency for Capital Market and Financial
Institution by the Issuer and Bond Issue Executive Underwriter for the purpose of Public offering of Bond by fulfilling and in accordance with the
Capital Market Law Provisions.
1.48 “Stock Company” means the party implementing business activity as the Stock Issue Underwriter, Securities Broker and/or Investment
Manger as referred to in Capital Market Law.
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1.49 “Affiliated Company” means Affiliates or affiliated party, unless if the affiliates or affiliated party relationship is established by the investment in
shares of stock of Republic of Indonesia both directly and indirectly but not including the companies controlled by the Issuer both directly and
indirectly.
1.50 “Loan” means any and all payable of the Issuer to other parties including the affiliates or affiliated party containing interest liability that shall be
paid by the Issuer or the subsidiary.
1.51 “Allowed Receivable” means the loan or credit given by the Issuer or Subsidiary:
(a) To the party whose financial statement is consolidated to the financial statement of the Issuer or Subsidiary;
(b) That has been given prior to the signing of this agreement with the details as contained in the financial statement per 30-09-2007
(thirtieth day of September two thousand seven).
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(c) It is an advance or loan which is accounts payable commonly given related to the daily Issuer business activity or Subsidiary;
(d) For the Issuer employee in accordance with Issuer policy (in order to avoid doubtfulness, the loan shall be given by the Issuer); and
(e) For the Subsidiary employee in accordance with the Subsidiary Policy (in order to avoid doubtfulness, the loan shall be given by the
Subsidiary).
1.52 “Bond Principal” means the principal amount of the Issuer loan/payable to the Bond Holder based on Bond and on the issue date it shall be at the
principal value of Rp. 1,060,000,000,000.00 (one trillion sixty billion Rupiah) of the amount that shall be paid by the Issuer to the Bond Holder by
considering the provision of article 5 and article 6 of Trusteeship Agreement.
1.53 “Prospectus” means the prospectus arranged and issued by the Issuer together with Bond Issue Executive Underwriter for the purpose of Issue in
accordance with the provisions of article 1 point 26 of Capital Market Law in conjunction with the
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Regulation Number: IX.C.2 Attachment of Decision of the Chairman of Capital Market Supervisory Agency dated 17-01-1996 (the seventieth day
of January one thousand nine hundred ninety six) number: Kep 51/PM/1996.
1.54 “Stock Account” means the account containing the note of bond position and/or fund owned by the Bond Holder administrated by KSEI or Account
Holder based on the contract of Stock Account Opening signed by the Bond Holder.
1.55 “General Meeting of Bond Holders (RUPO)” means General Meeting of Bond Holder as regulated in article 13 of Trusteeship Agreement.
1.56 “Transfer Accounts Unit” means a unit of bond total number that account may be transferred and traded from one stock account to other stock
account at the value of Rp. 1.00 (one rupiah) or its multiple.
1.57 “Certificate of Jumbo Bond” means the evidence of Bond Issue deposited in KSEI Collective Custodian issued in the name of KSEI for the purpose
of Bond Holder interest.
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1.58 “Ijarah Compensation Balance” means the part of benefit transfer that shall be obliged to be paid by the Issuer to Sukuk Ijarah Holder which on the
issue date at the amount of Rp. 570,000,000,000.00 (five hundred seventy billion Rupiah) by considering the provision of article 5 and article 6 of
Sukuk Ijarah Trusteeship Agreement
1.59 “Sukuk Ijarah” means “INDOSAT SUKUK IJARAH III YEAR 2008” which is a security issued by the Issuer to the Holder of Sukuk Ijarah proven
by Certificate of Jumbo Sukuk Ijarah of Rp. 570,000,000,000.00 (five hundred seventy billion Rupiah) with the requirements as defined in article 5
of Sukuk Ijarah Trusteeship Agreement and registered in KSEI Collective Custodian based on Agreement of Sukuk Ijarah Registration in KSEI.
1.60 “Sukuk” means Syariah Stock in the form of certificate or ownership evidence having the same value and representing the investment part
inseparable or undistributed of:
1) Ownership of tangible assets;

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2) The value of benefit and service of certain project or certain investment activities; or
3) Ownership in respect of certain project assets or certain investment activities.
1.61. “Date of Issue” means the date of bond distribution made in Security Account of Bond Issuing Executive Underwriter in KSEI on the basis of
submission of Bond Jumbo conducted by the Issuer to KSEI hereunder, constituting Date of Payment.
1.62. “Date of Principal Bond Full Payment” means due date and the time where the entire Principal Bond may be collected, with due observance of
provision so set out in Article 5 of Agreement of Trusteeship.
1.63. “Date of Payment” means date of payment of Bond Issue proceed fund to the Issuer as distributed/deposited by the Underwriter of Bond Issue
through Bond Issuing Executive Underwriter pursuant to the provision so set out in Agreement of Bond Issue Underwriting.
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1.64. “Date of Bond Interest Payment” means due or mature in respect of Bond Interest payment to the Holder of Bond who shall be entitled, as
determined under Account Holder Register with due observance of provision set forth in Article 5 of Agreement of trusteeship.
1.65. “Law of Capital Market” means Law of the Republic of Indonesia number: 8 year 1995 (one thousand nine hundred ninety five) regarding Capital
Market.
1.66. “Trustee” means PT. Bank Rakyat Indonesia (Company) Tbk, having its domicile and head office in Jakarta or its substitute or its successor acting
for themselves behalf and under this Agreement of Trusteeship representing the purpose and/or interest of any and all Holders of Bound.
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Article 2
USE OF BOND ISSUE PROCEED FUND
2.1 Fund of Public Bond Offer Proceed upon deduction of all Issue expense of 100% (one hundred percent) shall be required by the Issuer for the
purpose of capital outcome in order to expand the Issuer business through development of Issuer cellular network i.e. development of base station
subsystem and transmission system.
2.2. In accordance with Regulation of Capital Market Supervisory Agency (Bapepam) Number: X.K.4 Attachment of Decree of Chairman of Capital
Market Supervisory Agency (Bapepam) Number: Kep 27/PM/2003 dated 17-07-2003 (the seventeenth day of July two thousand three) regarding
Report of Public Offer Proceed Fund Use Realization, the Issuer shall be obliged to submit report of such Public Offer Proceed Fund Use
Realization periodically to Supervisory Agency for Capital Market (Bapepam) and Financial Institution and Trustee every 3 (three) months and shall
be held liable for the Public proceed fund use realization to Annual General Meeting of Shareholders until the entire the said Public Bond Offer
proceed fund is required unless otherwise it is determined in regulation of Supervisory Agency for Capital Market (Bapepam) and Financial
Institution.
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2.3 If the said Issuer wishes and intends to amend the use of Offer Bond Offer proceed fund, then such plan shall be first reported to Supervisory
Agency for Capital Market (Bapepam) and Financial Institution by declaring reasons and consideration and shall first obtain approval from RUPO
and Trustee.
Article 3
APPOINTMENT, DUTIES, RIGHT AND OBLIGATION OF TRUSTEE
3.1 On the basis of in accordance with provisions as set out in Agreement of Trusteeship, the Issuer hereto shall hereby appoint PT Bank Rakyat
Indonesia (Company) Tbk to perform the duties as trustee in order to represent the interest of Holder of Bond and PT Bank Rakyat Indonesia
(Company) Tbk shall hereby accept the assignment as trustee for the purpose of Issue, on the basis of requirements defined in Agreement of
Trusteeship and without being prejudice to the provision of prevailing laws and regulations of the Republic of Indonesia in connection with duties
and liabilities as trustee in Issue.
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3.2 Main Duties of Trustee shall be as follows:
a. To represent the interest of Holder of Bond either within or out of Court in executing legal act in relation to the interest of Holder of
Bond regarding the implementation of right and obligations of the Holder of Bond in accordance with the requirements of Issue, with due
observance of provisions contained in Agreement of Trusteeship and on the basis of the prevailing laws and regulations of the Republic
of Indonesia and regulation of KSEI in connection with the issue. The Duty of Trustee shall be to represent the Holder of Bound. It shall
be effective as of the date of Issue.
b. Shall be held liable to the Holder of Bond for each loss as a result of negligence, impudence, or such any other acts affecting the interest
of Holder of Bond in the event that it is contravention with the interest conducted by Trustee in performing their duties as trustee
contained in Agreement of Trusteeship.
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c. To obtain integrity effectively in performing their duties and obligations as trustee in order to supervise and monitor the implementation
of obligations so conducted by the Issuer in relation to the purpose and interest of the Holder of Bond under Agreement of Trusteeship.
3.3 With due observance of provision set forth in paragraph 3.3 hereof, then right and obligation of such other trustees shall be as follows:
a. Trustee hereto shall reserve the right to trust each document deemed original and lawful and signed, submitted or executed by a person of
any persons who shall reserve the right to represent, with regard to any and all matters related to the Written Confirmation and/or KTUR
issued and in accordance with specification so issued by KSEI pursuant to Agreement of Trusteeship and shall not be held liable to such
other parties in respect of any and all consequences of such trust and shall not be held liable to the Issuer or Holder of Bond or such other
persons/parties due to legality of written Confirmation and/of KTUE submitted by the Holder of Bound, but it
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transpires that hereafter it is acknowledged to be fake or unlawful after Trustee conducts verification in accordance with specification
determined by KSEI.
b. Trustee hereto shall hereby reserve the right to study the use of Issue and Public Bond Offer proceed fund by the Issuer, provided that the
study shall be conducted without being prejudice to the obligation of Issuer on the basis of Bond and Agreement of Trusteeship.
c. Trustee shall reserve the right to receive and therefore the Issuer shall be obliged to submit copy of payment receipt in connection with
payment of Bond Interest and/or Principal Full Payment of Bond and Penalty (if any) in similar day at the time such payment is made.
d. Trustee shall reserve the right to receive notification from KSEI regarding the amount of fund that is obliged to be paid by the Issuer for
the purpose of Bond Interest Payment and/or Principal Full Payment of Bond within no later than 2 (two) Bourse Days prior to the Date
of Bond Interest Payment and/or Date of Bond Principal Full Payment.
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e. Trustee hereto shall reserve the right to receive notice submitted by KSEI regarding the implementation of Bond Interest Payment and/or
Bond Principal Full Payment, including in the event that the payment fails to be made due to failure or overdue of the Issuer in providing
sufficient fund within no later than 1 (one) Bourse Day upon the Date of Bond Interest Payment and/or Bond Principal Full Payment.
f. Trustee shall reserve the right to receive register/list submitted by KSEI containing detail KTUR including specification and specimen of
KTUR issued by KSEI within no later than 1 (one) Business Day prior to the implementation of RUPO.
g. Trustee shall reserve the right to request for limited audit by independent auditor registered in Supervisory Agency for Capital Market
(Bapepam) and Financial Institution and appointed by Trustee in connection with
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violation suspicion in the implementation of provision set forth in Article 12 of Agreement of Trusteeship, provided that such request
shall be conducted on the basis of sufficient evidence including quarter financial statement proving/showing that there is violation in
respect of such provision by the Issuer.
h. Trustee shall reserve the right to request the Issuer preparedness report of Issuer in order to give full payment and full release the
Principal amount of Bond and/or penalty (if any) within no later than 5 (five) Business days prior to the Date of Principal Bond Full
Payment.
i. Trustee shall be obliged to deliver complete information openly concerning the qualification as Trustee in the prospectus.
j. Trustee shall be obliged to submit a report to Supervisory Agency for Capital Market and Financial Institution and Bond Holder through
Stock Exchange in accordance with the prevailing provision in Capital Market area in case that the Trustee shall have knowledge with
sufficient evidence that:
i. The Issuer has failed/violated the provision set forth in Trusteeship Agreement including the continuity of a default as regulated
in article 12 of Trusteeship Agreement; or
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ii. There is any condition that may endanger the interest of Bond Holder based on the evidences generally accepted to be effective
for banking industry, the issuer may be deemed as no longer capable to manage or control the most part or entire property so
that materially it has negative impact of the Issuer business implementation.
k. Trustee shall be obliged to periodically analyze and supervise the development of the issuer business management based on the financial
statements and other statements related to the Issuer business area.
l. Trustee shall be obliged to summon the Bond Holder and the Issuer and to convene General Meeting of Bond Holders (RUPO) as
regulated in article 13 of Trusteeship Agreement before taking any action requiring General Meeting of Bond Holders (RUPO)
resolutions in accordance with the provision of trusteeship agreement.
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m. Trustee shall be obliged to conduct legal actions in accordance with the provisions in the trusteeship agreement as decided by the Bond
Holder in General Meeting of Bond Holders (RUPO) and shall not be allowed to take any action contradictory to the directions given by
General Meeting of Bond Holders (RUPO) or General Meeting of Bond Holders (RUPO) resolution.
n. Trustee shall be obliged to give advice and to conduct other actions commonly conducted by the trustee required by the Issuer related to
the Trusteeship agreement.
o. Trustee without having prejudiced to its liability to always be thorough, accurate, and careful, shall have right to have confidence for
every document deemed as original and valid and has been signed, delivered or made by a person or persons which legally shall truly
have right to represent the Issuer or Bond Holder or legal party appointed by the Issuer or Bond Holder concerning any and all matters
according to the trusteeship agreement
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and/or documents as referred to in trusteeship agreement and shall not be responsible for other party of any and all consequences of such
confidence.
p. Trustee, in the event of taking any steps in order to ensure whether the default or default potency arising, shall have right to assume that
there is no default or default potency arising and that the Issuer still obey and perform any and all liabilities based on the trusteeship
agreement until the trustee shall have clear knowledge concerning the default or default potency supported by sufficient evidences or
explicitly announced by the Issuer.
q. Trustee shall be obliged to implement the resolution made in General Meeting of Bond Holders (RUPO) in accordance with the
provision of trusteeship agreement. However, the trustee shall not responsible for the consequences arising based on the resolutions that
have been taken in such General Meeting of Bond Holders (RUPO) unless as a result of failure or intentionality of the trustee.
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r. Trustee shall be obliged to conduct verification of Certificate of Meeting Invitation (KTUR) submitted by the Bond Holder based on the
specification and Certificate of Meeting Invitation (KTUR) List issued and delivered by KSEI to Trustee in accordance with KSEI
regulation and the prevailing law regulation.
s. Trustee shall be obliged to deliver written promulgation concerning the termination of General Meeting of Bond Holders (RUPO) to
KSEI not later than the next working day in order to revoke Bond Freezing by KSEI.
t. In the event of the Issuer conducts any failure based on article 12 of trusteeship agreement then:
i. Trustee shall have right of the cost liability by the Issuer by remain considering the provision of this article 3.5., to appoint
other party to act representing trustee and/or to be asked for the opinion related to
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trustee duty performance including to appoint law consultant, lawyer, Notary Public, Assessor Company or other third party
and shall have any right to have confidence and assert to other party opinion as the basis of any action taken by the trustee.
ii. Trustee is released by the Bond Holder from any and all liabilities or responsibilities of the action consequences on the basis of
the third party opinion.
u. To perform its duty with full responsibility, careful and shall be obliged to act wisely for the purpose of the Bond Holder best interest.
v. Trustee shall be obliged to request the Issuer to conduct rating of Bond in accordance with the Regulation Number: IX.C.11 Attachment
of Decision of the Chairman of Supervisory Agency for Capital Market and Financial Institution Number: KEP 135/BL/2006 dated
14-12-2006 (the fourteenth day of December two
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thousand six) regarding Rating of Payable Stock and its amendment and or other regulation that shall be obliged to be obeyed by the
Issuer.
3.4 The Issuer shall release the trustee of and compensate the trustee of every cost and fee that has been borne by the trustee related to the claim and
liability to pay some loss, penalty, cost and fee ruled by the Court by the virtue of the Decree having permanent legal force and effect related to the
implementation accordingly of any right, duty and obligation of trustee conducted solely based on and in accordance with the provision of
trusteeship agreement as the claim, loss, penalty, the cost and fee mentioned hereinabove shall not occur as a result of:
(i) Failure or fault of trustee in performing its right, duty and obligation as trustee;
(ii) There is a conflict of interest in the capacity as the issuer creditor and also trustee.
(iii) The resignation of trustee as referred to in paragraph 3.8. point c of this article; and/or
(iv) The termination of trustee on the basis of the faults that have been conducted by trustee based on the provisions as referred to in
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3.5 Trustee shall be obliged to submit prior request of the Issuer of any fee, liability, and other cost whatsoever borne by the trustee arising related to the
fulfillment of the Issuer liabilities based on trusteeship agreement and/or other agreements drawn related to this Bond issue including the consultant
fee. If within 14 (fourteen) working days after the acceptance of such request, the Issuer is not giving any answer then the trustee shall have right to
conduct any and all matters requested for the approval.
3.6 Trustee, member of Board of Directors and/or member of Board of Commissioners of Trustee shall not be allowed to have any interest both directly
and indirectly with the Issuer that may influence the position and/or the implementation of right, duty or liability as the trustee unless any matters
allowed by the Supervisory Agency for Capital Market and Financial Institution and notified to KSEI and Bond Holder by considering the
prevailing law regulation in Capital Market area.
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3.7 The appointment of trustee shall be effective as of the signing date of this trusteeship agreement and the trustee shall be obliged to perform its duty
and liability as the trustee for bond as of the issue date by considering the prevailing law regulation until the payable total amount has been fully
paid accordingly without being prejudiced to the provision contained in paragraph 3.8 and paragraph 3.13 of this article.
3.8 If one of the following matters arising then the trustee shall be dismissed as the trustee based on the trusteeship agreement:
a. Trustee shall be wounded up by a Court or other legal entity or the trustee shall be self voluntarily wounded up or wounded up according
to or based on the law regulation.
b. In the event of a bankruptcy decision having permanent legal force or liquidation of the trustee, or a bankruptcy application submitted by
the trustee, or trustee has submitted application of moratorium.
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c. Trustee shall submit written retirement letter from its position as trustee to the Issuer and shall summon General Meeting of Bond
Holders (RUPO) to submit retirement letter, by mentioning the reasons, and the retirement letter shall be submitted not later than 60
(sixty) calendar days before the retirement date. However, the trustee shall be dismissed from its duty based on trusteeship agreement
after this retirement letter has been well accepted by General Meeting of Bond Holders (RUPO) and during the alternate trustee has been
appointed by the Issuer with General Meeting of Bond Holders (RUPO) approval and has been delivered written approval in order to
meet the provisions and requirements of trusteeship agreement and has been effectively started to perform its duties.
d. Trustee shall be dismissed by General Meeting of Bond Holders (RUPO) as regulated in article 13 paragraph 13.1 point b of trusteeship
agreement.
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e. Any and all payable total amount has been paid by the Issuer in accordance with the trusteeship agreement to the Bond Holder.
f. Based on the request of Supervisory Agency for Capital Market and Financial Institution as set forth in the provision of article 102
paragraph 1 in conjunction with article 102 paragraph 2 point d, e, f and g of Capital Market Law in respect of the trustee.
g. In the event of the Issuer has not paid the compensation of trustee service yet and after the trustee has submitted written payment
application 3 (three) times respectively to the Issuer within 90 (ninety) calendar days then the trustee may submit retirement letter to the
Issuer. The retirement letter shall be submitted 60 (sixty) calendar days after the acceptance of the retirement letter. The Issuer shall be
obliged to convene General Meeting of Bond Holders (RUPO) in order to report to the Bond Holder concerning the retirement planning
of the trustee and submit the appointment of alternate trustee that shall be prepared to have the
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position during the effective retirement period of trustee. Trustee shall only able to terminate its duty as the trustee based on trusteeship
agreement after the retirement letter has been accepted by General Meeting of Bond Holders (RUPO). The fees spent for the purpose of
General Meeting of Bond Holders (RUPO) convention shall be obliged to be borne by the Issuer. However, the Issuer shall be obliged to
fully pay the payable service compensation arising as of the unpaid service compensation until the completion of trustee appointment.
3.9 Without being prejudiced in the provision of this article paragraph 3.13, in the case that the trustee is dismissed as a trustee because of one of the
reasons mentioned in paragraph 3.8 of this article then the trustee shall be automatically dismissed as a party in trusteeship agreement.
3.10 In the event of the dismissal of trustee, the Bond Holder through General Meeting of Bond Holders (RUPO) shall immediately conduct the
appointment of the alternate trustee in accordance with the prevailing
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law regulation. The issuer agreed to make the beset effort in order to appoint the alternate trustee in such a way so that every time, the Bond Holder
interests are represented by the trustee based on the prevailing law regulation.
3.11 Alternate trustee that has been legally appointed based on the prevailing law regulation and trusteeship agreement shall be obliged to sign an
amendment and/or addendum of trusteeship agreement of which the new trustee accepts the appointment with the requirements and provisions
substantively similar as contained in trusteeship agreement and the new trustee shall agree and covenant to replace the legal position of trustee.
3.12 Not later than 2 (two) working days after the dismissal of trustee duties as regulated in paragraph 3.8. mentioned hereinabove, trustee shall notify to
the people by posting an announcement in 1 (one) Indonesian language daily newspaper which nationally published.
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3.13 Immediately after one of the matters mentioned hereinabove arising in paragraph 3.8 off this article (except point (c), (d), and (e) of paragraph 3.8.
of this article), the trustee shall be obliged to deliver responsibility of the duties and liabilities as the trustee that has been performed for the purpose
of the implementation of trusteeship agreement and other agreements drawn related to this Bond Issue to General Meeting of Bond Holders (RUPO)
and to report it to Supervisory Agency for Capital Market and Financial Institution and the Issuer. During the responsibility has not been well
accepted by General Meeting of Bond Holders (RUPO) then the trustee shall remain legally responsible of the duties and liabilities that have been
performed.
3.14 In the event of any event arising as referred to in paragraph 3.8 point (e) of this article then the trustee shall be obliged to deliver the report to the
Issuer and Supervisory Agency for Capital Market and Financial Institution concerning the duties and liabilities that have been performed.
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ARTICLE 4
COMPENSATION OF TRUSTEE SERVICE
4.1 As the compensation of trustee service based on the provisions in trusteeship agreement, the Issuer shall be obliged to pay a compensation to the
trustee in accordance with Trustee Letter to the Issuer dated 13-02-2008 (the thirteenth day of February two thousand eight) number:
B.042-TRY/IVB/TCS/02/2008, the original copy has been shown to me, Notary Public, which is an inseparable part of trusteeship agreement.
4.2 Value Added Tax (PPN) of trustee service compensation mentioned hereinabove shall be borne and paid by the Issuer to the trustee as compulsory
collection in accordance with the tariff based on the prevailing law regulation.
4.3 The payment of trustee service compensation as referred to in paragraph 4.1. of this article shall be obliged to be paid by the Issuer with 1 (one) time
payment per annum (annually) paid in advance, and the first payment of trustee service compensation shall be obliged to be paid not later than 14
(fourteen) calendar days as of the issue date and the next
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payment shall be obliged to be paid not later than the birthday date of bond issue et cetera until the full payment date of bond principal.
4.4 If the compensation payment due date of trustee service that has been stipulated not on the Bank Days then the service compensation shall be
accepted by the Trustee on the next Bank day.
4.5 If the Issuer fails to pay on the payment date of service compensation in this article then the Issuer, on the collection date by the trustee, shall be
obliged to immediately pay the amount that is oblige to be paid added by the penalty of bond interest rate effective at that time. The penalty is
calculated based on the number of expiry days with the calculation that 1 (one) year is 360 (three hundred sixty) calendar days and 1 (one) month is
30 (thirty) calendar days.
4.6 The amount of trustee service compensation at every time is calculated on the basis of the amount of the initial bond principal issued on the issue
date or circulated during the due date of payment liability
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of trustee service compensation. If the Issuer shall conduct buy back resulting the full payment of any and all bond then the trusteeship agreement
shall be terminated and the trustee service compensation shall no longer exist.
4.7 If the trustee is dismissed before the dismissal of trustee duties in accordance with the committed period then the trustee service compensation that
has been paid in the relevant year shall be returned by the trustee to the Issuer proportionally based on the number of days where the trustee shall not
perform the duties in the relevant year.
ARTICLE 5
BOND REQUIREMENTS
The issuer shall commit and bind itself to the trustee as the attorney of Bond Holder (commitment and self binding is made and binding for the Issuer in respect
of every Bond Holder) that the Issuer shall issue the Bond or conduct issue with the following requirements:
5.1 To issue bond named “BOND OF INDOSAT VI YEAR 2008 WITH FIXED RATE INTEREST” consisting of:
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– A-Series Bonds within 5 (five) years period as of the issue date at the amount of Rp. 760,000,000,000.00 (seven hundred sixty billion
Rupiah); and
– B-Series Bonds within 7 (seven) years period as of the issue date at the amount of Rp. 320,000,000,000.00 (three hundred twenty billion
Rupiah);
With the entire bond principal value of 1,080,000,000,000.00 (one trillion eighty billion Rupiah) and registered in KSEI Collective Custodian in
accordance with the agreement of Bond Registration in KSEI.
5.2 Bond issued without Mail Order except Certificate of Jumbo Bond issued by the Issuer to be registered in the name of KSEI based on the agreement
of Bond Registration in KSEI as the debt evidence for the purpose of Bond Holder interest through the Account Holder by considering the
provisions in Capital Market area and shall be offered at the bond nominal value of 100% (one hundred percent).
5.3 Bond Interest Rate is:

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a. For A-Series Bonds of 10.25% (ten point twenty five percent) per year;
b. For B-Series Bonds of 10.80% (ten point eighty percent) per year;
5.4 Bond interest shall be paid by the Issuer to the Bond Holder every 3 (three) months as of the issue date by KSEI Account Holder on the payment
date of bond interest as contained in the prospectus.
5.5 Bond Holder having right to obtain Bond Interest payment is the Bond Holder whose name is noted in the List of Account Holder, on 4 (four)
exchange days before the payment date of bond interest unless otherwise provided by KSEI or the prevailing law regulation. Therefore, if there is
any bond transaction before the determination date of the party having right to obtain the bond interest then the transfer assignee shall have no right
of the bond interest in the relevant bond interest period.
5.6 Bond interest is calculated based on the number of expiry days as of the issue date provided that 1 (one) month is 30 (thirty) calendar days and 1
(one)
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year is 360 (three hundred sixty) calendar days and shall be obliged to be paid by the Issuer to the Bond Holder through the Paying Agent every
payment date of bond interest.
5.7 Since the issue date, bond is an evidence that the Issuer, legally and binding, has debt to the Bond Holder at the amount of Bond principal mentioned
in the certificate of Jumbo Bond added by Bond Interest that shall be obliged to be paid based on the article 5.
The evidence of bond ownership for the Bond holder is Written Confirmation.
5.8 For Bond Holder, taxation provision shall be effective in accordance with the prevailing law regulation and if the issuer is obliged by the law
regulation to deduct the tax of every payment paid by the Issuer to the Bond Holder then the Issuer through Paying Agent shall deduct the tax and
pay it to the appointed institution to accept the payment and give the evidence of tax set off to the Bond Holder.
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5.9 (a) The payment of Bond Interest and/or full payment of bond principal and penalty (if any) shall be paid by Paying Agent in the name of the
Issuer in accordance with the requirements and provisions regulated in Paying Agent Agreement.
(b) After the Issuer pays bond interest and/or fully pays the bond principal and penalty (if any) to the Paying Agent then the Issuer shall be
released from the liability to pay the bond interest and/or fully pay the bond principal and the penalty (if any) to the Bond Holder.
(c) If the Issuer has paid the bond interest and/or fully paid the bond principal and the penalty (if any) to KSEI as the Paying Agent then if there
is any failure and/or negligence conducted by KSEI in order to fulfill the liabilities as the Paying Agent then the Issuer and trustee shall not
responsible for the event.
5.10 The right of Bond ownership is transferred by the account transfer of bond from one stock account to other stock account. The unit of Account
Transfer of the Bond is at the value of Rp. 1.00 (one rupiah or its multiple).
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The Issuer, trustee and Paying Agent shall be obliged to treat the Account Holder as the legal Bond Holder in order to accept the full payment of
bond principal, payment of bond interest and other rights related to the bond by considering the provision of paragraph 5.18 of this article.
5.11 Custodian Bank or Stock Company that is the Account Holder may act for itself as the Bond Holder or on behalf of its customer by virtue of power
of attorney of the Bond Holder.
5.12 Bond shall be fully paid with the same value as the amount of bond principal contained in Written Confirmation owned by Bond Holder on
the full payment date of bond principal.
5.13 If the Issuer is not providing the sufficient fund for the payment of bond interest and/or full payment of bond principal after the due date of bond
interest payment and/or Full Payment date of bond principal then the Issuer shall pay the penalty of the negligence to pay bond interest and/or fully
pay the bond principal of 2% (two percent) per year above the bond interest rate of the payable amount.
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The penalty is calculated daily (based on number of the expiry days) until the payment or full payment of the amount that shall be paid by the Issuer
is paid. In order to calculate the penalty, expiry days calculation is made and 1 (one) year is 360 (three hundred sixty) calendar days and 1 (one)
month is 30 (thirty) calendar days. The penalty paid by the Issuer that is the right of Bond Holder shall be given to the Bond Holder by the Paying
Agent proportionally based on the amount of bond owned.
5.14 The issuer liability based on bond at every time is the valid and unconditionally and/or absolute liability of the issuer.
5.15 Bond withdrawal from Stock Account shall be only conducted with the account transfer to other Stock Account. The Bond withdrawal out of the
Stock Account to be converted to Certificate of Bond shall not able to be conducted unless there is any cancellation of bond registration in KSEI
Collective Custodian at the
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request of the Issuer or Trustee by considering the prevailing law regulation in Capital Market area and General Meeting of Bond Holders (RUPO)
resolution.
5.16 After the first birthday of Bond as of the issue date, the Issuer may conduct bond buy back from every Bond Holder by considering the provision of
article 6 of Trusteeship Agreement. Of the bond bought back by the Issuer to be deposited, the Issuer may not give any vote in General Meeting of
Bond Holders (RUPO), may not be counted in the presence quorum in General Meeting of Bond Holders (RUPO) and may not obtain Bond Interest.
Buy back may be conducted if the Issuer is not in negligent condition of the Payable payment.
5.17 If after the final calculation has been conducted, there is a fund balance of bond interest payment and/or full payment of bond principal that is not
able to be paid by the Paying Agent to Bond Holder as a result of any reasons whatsoever then the fund shall be obliged to be deposited by the
Paying Agent for the purpose of Bond Holder interest having right of the bond interest payment and/or full payment of
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the bond principal. The Paying Agent shall be further released the Issuer and Trustee from the responsibility of bond interest payment and/or full
payment of bond interest and/or other payment liabilities to the Bond Holder including the Full Payment of any and all claim that likely arising from
the Bond Holder related to the bond interest payment and/or full payment of bond principal by the Bond Holder is not accepted.
5.18 Bond issue shall only able to be conducted after the Registration Statement is effective.
ARTICLE 6
BUY BACK
6.1 After the first birthday of bond as of the issue date, the Issuer may conduct buy back of the immature bond both entirely and partly with market
price, hereinafter shall be referred to as “buy back”. The buy back may be conducted if the Issuer is not in the negligent condition of the payable
amount payment, provided that the buy back implementation shall not cause the Issuer to be negligent to meet the provision contained in trusteeship
agreement.
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6.2 Bond ownership by the Issuer and/or Affiliated Company shall be obliged to be reported by the Issuer to the trustee not later than 2 (two) working
days before General Meeting of Bond Holders (RUPO) is convened. The entire bond owned by the Issuer based on the buy back and bond owned by
the affiliated company may not be calculated in the presence quorum calculation in General Meeting of Bond Holders (RUPO) and shall not have
any voting right in General Meeting of Bond Holders (RUPO).
6.3 In the event of the Issuer conducts buy back for a part or entire bond then the Issuer shall have any right to conduct the buy back as the full payment
or as the bond bought back to be deposited and in the future day may be resold and/or imposed as full payment.
6.4 The Issuer shall have no right to receive any bond interest payment of the bond bought back by the Issuer to be deposited and in the future day may
be resold and/or imposed as the full payment.
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6.5 If the Issuer has the plan of bond buy back either as the full payment or to be deposited (Treasury bond), it may be conducted with the following
provision:
a. The issuer shall be obliged to announce in 1 (one) Indonesian Language newspaper which nationally published concerning the plan of
bond buy back not later than 2 (two) working days before the initial date of bond buy back offer.
b. The announcement shall contain:
1) The offer period of bond buy back where the Bond Holder may submit sales offer of bond owned by mentioning the price
expected to the Issuer;
2) The maximum amount of fund used for the bond buy back and the maximum price target of bond buy back;
3) The payment date of bond buy back shall be not later than 2 (two) working days as of the termination date of the offer period of
bond buy back.
4) The Bond Holder submitting the sales offer to the Issuer in the offer period shall be obliged to attach:
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– Written Confirmation of KSEI concerning the bond amount that shall be sold which account may not be
transferred between Stock Account until the payment date of bond buy back;
– Identity card during conducting sales offer;
– Statement that the bond that shall be sold by the Bond Holder to the Issuer is Full Paymentd of any and all
disputes/claims/bonds/guarantees and may not be sold and purchased by the Bond Holder so that the bond may not
be transferred between Stock Account until the payment date of bond buy back.
5) The Issuer shall conduct bond buy back from the lowest price offered by the Bond Holder (however, sales offer of Bond Holder
that is not the affiliated company shall be the priority) in the offer period of bond buy back, provided that if there are some
Bond Holders conducting offer with the same price and the amount of bond offered by the Bond Holder has beyond the
maximum fund amount or
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bond buy back fund balance then the Issuer shall buy the bond proportionally in respect of such bond.
6) The Issuer shall have no obligation to buy any and all bond offered by the Bond Holder to be bought back in the offer period of
bond buy back if the price of sales offer offered by the Bond Holder is beyond the price target expected by the Issuer as
mentioned in point 2) of this article;
7) If the Issuer annul the buy back then the Issuer shall be obliged to announce in 1 (one) Indonesian language daily newspaper
which nationally published concerning the annulment completed with the reasons not later than the last day of offer period of
bond buy back.
c. The Issuer shall be obliged to maintain the confidentiality to any parties whosoever of any and all information concerning bond sales
offer that has been delivered by the Bond Holder during the offer period of bond buy back.
d. Not later than 2 (two) working days as of the bond buy back implementation as mentioned
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hereinabove then the Issuer shall be obliged to announce concerning the bond buy back in 1 (one) Indonesian language daily newspaper
which nationally published. The following matters shall be contained in the announcement:
– The nominal amount of the bond bought back by explaining the bond nominal amount that has been fully paid and/or bond
nominal amount bought back to be deposited;
– The limitation of the lowest price until the highest price that has been conducted.
e. The Issuer shall be obliged to report to the trustee in 1 (one)working day period as of the bond buy back implementation, and to
Supervisory Agency for Capital Market and Financial Institution, Stock Exchange and KSEI not later than 2 (two) working days as of the
buy back implementation.
f. In addition to the provision as referred to in point e mentioned hereinabove, the Issuer shall also oblige to deliver to the Supervisory
Agency for Capital Market and Financial Institution concerning any and all sales offer documents that have been delivered by the Bond
Holder
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during the offer period of bond buy back not later than 2 (two) working days as of the bond buy back has been finished to be conducted.
6.6 The Issuer may conduct bond buy back without posting any announcement as referred to in paragraph 6.5 of this article with the following
provision:
a. The amount of buy back is not more than 5% (five percent) of the payable bond amount for every transaction in 1 (one) year period.
b. The bond bought back is not owned by affiliated company.
c. The bond bought back shall only be deposited which it may be resold in the future.
For the bond buy back as referred to in this paragraph, the Issuer shall be obliged to report to the trustee in 1 (one) working day period as of the
bond buy back implementation, and to the Supervisory Agency for Capital Market and Financial Institution not later than 2 (two) working days as of
the bond buy back.
6.7 The Issuer shall be obliged to report to the trustee and KSEI concerning the bond owned by the Issuer to
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be deposited within 5 (five) exchange days period before the payment date of bond interest or 1 (one) exchange day before the registration date of
Bond Holder having right of the bond interest by considering KSEI regulation.
6.8 If based on paragraph 6.3 of this article the Issuer conducts buy back of the entire or part of the bond and impose the entire or part of buy back as the
full payment then the Issuer shall be obliged to report the event to the Supervisory Agency for Capital Market and Financial Institution, Trustee,
KSEI and Stock Exchange not later than 2 (two) working days before the full payment date. Provided that if the Issuer conducts buy back of the
entire bond as the full payment, then the Issuer shall be obliged to announce it in 1 (one) Indonesian language daily newspaper which nationally
published not later than 2 (two) working days after the full payment date mentioned hereinabove and the trusteeship agreement shall be terminated.
6.9 The bond that has been fully paid related to paragraph 6.3 of this article shall be annulled and shall not able to be issued or resold without necessary
to be stated in any deed whatsoever.
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6.10 In the event of the bond is paid down then the Issuer shall deliver the new Certificate of Jumbo Bond to KSEI to be exchanged with the old
Certificate of Jumbo Bond on the same day with the pay down date of the bond, with the payable bond principal amount deducted by the bond
amount that has been paid down.
ARTICLE 7
GUARANTEE
This bond is not guaranteed or secured by special security in the form of object or income or other assets owned by the Issuer in any form whatsoever and it is
not guaranteed by other party whosoever. Any and all properties of the Issuer both movable and immovable, either has been existed or shall be existed in the
future except the Issuer assets that has been specially guaranteed to its creditors to be a guarantee for any and all debt of the Issuer to all its creditors who are not
specially guaranteed or without any special right including this bond in pari passu manner based on trusteeship agreement in accordance with article 1311 and
1132 of Civil Code.
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ARTICLE 8
BOND HOLDER ATTORNEY TO THE TRUSTEE
8.1 Since the issue date, every Bond Holder shall comply and abide the trusteeship agreement to agree and covenant to any and all actions that have
been conducted by the trustee related to the preparation and signing of trusteeship agreement and to approve for and hereby now hereinafter as the
time being together authorize the trustee without any delivery of the new power of attorney specially required from the Bond Holder in exercising
any and all rights of the Bond Holder without any exception based on the bond, by considering the trusteeship agreement and any and all documents
and agreements related to the agreements including to implement or protect the interest of every Bond Holder before the court institution including
commercial court or before the arbitration hearing. Therefore, the bond holder is represented by the trustee as the party in trusteeship agreement, and
any and all documents and agreements related to the agreement completed with the attachments and amendments executed hereinafter of the
agreements and as the party implementing or
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protecting the interest of every Bond Holder before the court institution including commercial court or before the arbitration hearing.
8.2 By considering the prevailing law regulation including but not limited to the law regulation in capital market area, this attorney and any and all other
attorneys authorized in and based on the trusteeship agreement, Acknowledgment of Indebtedness, and other agreements drawn related to the
agreements are the significant and inseparable part of the trusteeship agreement so that the attorneys may not be terminated because of any reasons
whatsoever including because of the reasons regulated in article 1813, 1814 and 1816 of Civil Code.
8.3 During the existence of the Bond Holder, trusteeship agreement shall fully effective as the perfect evidence concerning the authorization from the
Bond Holder to the Trustee as referred to in trusteeship agreement.
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8.4 The authorization from the Bond Holder to the trustee as referred to in trusteeship agreement including the authority to conduct any amendment of
trusteeship agreement for any and all matters decided in General Meeting of Bond Holders (RUPO) and approved by the Issuer.
ARTICLE 9
FULL PAYMENT OF BOND PRINCIPAL
9.1 By considering the provision in article 5 and article 6 of trusteeship agreement, the Issuer shall be obliged to pay the full payment of bond principal
on the fifth birthday date as of the issue date for A-Series Bonds and the seventh birthday date as of the issue date for B-Series Bonds.
9.2 The Bond principal shall be paid by the Issuer to the Bond Holder through Paying Agent on the date as referred to in paragraph 9.1. of this article
and the payment to the Paying Agent in accordance with the provisions of trusteeship agreement shall be deemed as the full payment to the Bond
Holder of the payable and mature bond principal and shall release the Issuer from the liability to pay the relevant bond
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principal in the event of any reasons whatsoever exclude the faults of the Issuer, the payment of bond principal shall not able to be given to the Bond
Holder.
ARTICLE 10
STATEMENT AND TRUSTEE GUARANTEE
Trustee shall declare and guarantee that the following matters are correct:
10.1 The trustee shall have right and authority to act as the trustee.
10.2 The trustee shall bind itself to perform its duties and or liabilities as the trustee with full commitment, integrity and to act wisely solely for the
interest of Bond Holder.
10.3 The trustee shall responsible to the Bond Holder for every loss suffered as a result of any negligence, indecent of the trustee or any actions resulting
from the conflict of interest related to the trustee duties as set forth in trusteeship agreement.
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10.4 On the signing date of this trusteeship agreement, articles of association of the trustee as defined in the comparison of this deed.
In addition to State Gazettes and such Deed mentioned hereinabove until the signing date of trusteeship agreement in this deed, there shall be no
other deeds or documents containing the amendment of articles of association of the trustee.
10.5 On the signing date of this trusteeship agreement, the members of Board of Directors of the trustee and Board of Commissioners of the trustee is as
follows:
BOARD OF DIRECTORS:
President Director : Mister SOFYAN BASIR;
Finance Director : Mister ABDUL SALAM, Bachelor OF Economics;
Consumer Banking Director : Mister AGUS TONI SOETIRTO;
Operational Director : Mister EY SARWONO SOEDARTO Bachelor of Science;
Director of Small and : Mister SULAIMAN ARIF ARIANTO, Bachelor of Engineering;

Middle Micro Business
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General Business Director : Mister SUDARYANTO SUDARGO, Bachelor of Engineering;
Director of Administration Credit : Mistress LENNY SUGIHAT, Bachelor of Engineering, Master of Business
and Credit Risk Analysis Administration;
Compliance Director : Mister BAMBANG SOEPENO, Bachelor of Engineering, Master of Business

Administration;
Director : Mister SUPRAJARTO, Bachelor of Science;
Director : Mister ASMAWI SYAM, Bachelor of Science;
BOARD OF COMMISONERS:
President
Commissioner/Independent
Commissioner : Mister Doctor Haji BUNASOR SANIM, Bachelor of Engineering, Master of Science;
Commissioner : Mister Doctor AGUS PAKPAHAN, Bachelor of Engineering;

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Commissioner : Mister AGUS SUPRIJANTO;
Commissioner : Mister SAIFULLAH YUSUF;
Independent Commissioner : Mister Insinyur BANGUN SARWITO KUSMULJONO;
Independent Commissioner : Mistress Doctoranda AVILIANI, Master of Sains;
Independent Commissioner : Mister BARIDJUSSALAM HADI, Bachelor of Economics;
10.6 That for the preparation of the trusteeship agreement, the trustee has obtained an approval as required in the articles of association of the trustee and
the prevailing law regulation to the trustee.
10.7 The preparation of trusteeship agreement and any and all documents made related to the trusteeship agreement has been made accordingly by the
trustee according to the prevailing laws requirement and has been signed accordingly on behalf of the trustee and shall be a valid and binding
obligation for the trustee in accordance with the prevailing law regulation in Indonesia.
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10.8 The persons signing the trusteeship agreement on behalf of the trustee are the persons having right and full authority to act for and on behalf of and
shall be valid representing the trustee.
10.9 That during the signing of trusteeship agreement, the trustee shall not give any loan to the Issuer.
10.10 The trustee hereby declares to be fully responsible for the statement and guarantee given by the trustee in trusteeship agreement and therefore hereby
the trustee shall release the Issuer related to the statement and guarantee given by the trustee in trusteeship agreement.
ARTICLE 11
RESTRICTIONS FOR
AND OBLIGATIONS OF THE ISSUER
11.1 As of the agreement date and during any and all bond principal and bond interest have not been fully paid, the Issuer shall commit and bind itself
that the
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Issuer and as the relevancy, the Material Subsidiary (the said Material Subsidiary is the Subsidiary which assets have reached minimum 10% (ten
percent) of the total assets of the Issuer based on the last financial statement of the Issuer or which income have reached minimum 10% (ten percent)
of the total income of the Issuer in the last financial statement of the Issuer, of which the lower), without any written approval of the trustee, shall
not conduct the following matters:
(a) To guarantee and/or pledge either the part or entire properties of the Issuer and/or grant permit and/or give an approval to the Subsidiary
to guarantee and/or pledge either the part or entire properties of the Subsidiary, right of the income of the Issuer and/or Subsidiary, either
have been existed and shall be obtained in the future day, to the third party whosoever, unless the guarantee grant or pledge action that is
the allowed security and Guarantee.
(b) To grant a corporate guarantee or permit the Material Subsidiary (as mentioned hereinabove) to grant the corporate guarantee to other
party, unless:
(i) The corporate guarantee is the allowed security and guarantee; and/or
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(ii) The corporate guarantee is granted to guarantee the debt/liability of the Subsidiary conducted based on the natural and common
business practice and the amount of liability/debt guaranteed at every time cumulatively shall not exceed 10% (ten percent) of
the Adjusted Consolidation Capital; and/or
(iii) The corporate guarantee is granted to guarantee the debt of Subsidiary established related to the plan of debenture issue in
foreign currency by the Subsidiary.
(c) To conduct merger, consolidation, takeover with or in respect of other company resulting the wound up of the Issuer or having negative
impact to the business continuation of the Issuer or to grant permit to the Subsidiary run in Core business activity of the Issuer to conduct
merger, consolidation and/or takeover with other
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company resulting the wound up of the Subsidiary or shall have negative impact to the Subsidiary business continuation unless for the
purpose of Restructured Activity of the Issuer.
(d) To give debt or loan to other party whosoever, unless related to the allowed receivable.
(e) To sell, assign or transfer either the part of or entire assets or core business activity of the Issuer, unless:
(i) For the purpose of restructured activity of the Issuer; or
(ii) Sales, assignment, or transfer of assets conducted in 1 (one) consolidated transaction which in 1 (one) current year is not
exceed than 10% (ten percent) of the entire assets, has remain consolidation orderly based on the last consolidation financial
statement of the Issuer that has been audited and as it shall not affect the core business activity of the Issuer.
(f) To conduct bond expenses or other debt instrument having higher position or the payment is the first priority than the bond by
considering the allowed security and guarantee.
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(g) To conduct any changing of the Issuer business area to business area out of the telecommunication and informatics sector.
11.2 The grant of written approval as referred to in paragraph 11.1 of this article shall be granted by the trustee with the following provisions:
(a) Proposal for the approval shall not be rejected without any logical and clear reasons.
(b) The trustee shall be obliged to grant any approval, refusal or requesting additional data/other supporting documents within 7 (Seven)
working days period after the proposal and its supporting documents have been completely accepted by the trustee and if within the 7
(seven) working days period the Issuer is not accept any approval, refusal or request of additional data/other supporting documents from
the trustee then the trustee shall be deemed as granting its approval; and
(c) If the trustee requests additional data/other supporting documents then the approval or
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refusal shall be obliged to be granted by the trustee within 10 (ten) working days after the data/other supporting documents have been
completely accepted by the trustee and if within the 10 (ten) working days the Issuer is not accept any approval or refusal from the
trustee then the trustee shall be deemed as granting the approval.
11.3 As of the trusteeship agreement date and during any and all bond principal and bond interest have not been fully paid, the Issuer shall commit and
bind itself that the Issuer shall:
(a) Meet any and all provisions in trusteeship agreement and other agreement related to this bond issue.
(b) Pay-in the required amount of money for bond interest payment and/or bond principal full payment which due date shall be not later than
1 (one) exchange day (in good fund) before the payment date of bond interest and/or the full payment date of bond principal to KSEI
account.
(c) Pay the penalty of the payment negligence of 2% (two percent) above the effective bond interest
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rate of the payable amount and negligent to be paid. The amount of penalty is calculated daily provided that 1 (one) year is 360 (three
hundred sixty) calendar days and 1 (one) month is 30 (thirty) calendar days and until the effective full payment of the penalty amount
mentioned hereinabove. The penalty paid by the Issuer which is the right of bond holder shall be paid to the bond holder proportionally
based on the bond owned.
(d) Maintain the position of the Issuer and Subsidiary as the limited liability company and legal entity (unless for the purpose of restructured
activity of the Issuer) and significant permit currently owned by the Issuer and Subsidiary and immediately proposing the permits if the
permits are terminated or required to run the business.
(e) Maintain the accountancy system and cost supervision in accordance with accountancy principal and other sufficient notes to accurately
describe the financial condition of the Issuer, Subsidiary and operation result and they shall be applied consistently.
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(f) Immediately notify the trustee in respect of every significant event or condition of the Issuer and/or Subsidiary which may have material
impact of the liability fulfillment of the Issuer for the purpose of the bond issue and full payment.
(g) Give written notification to the trustee not later than 2 (two) working days after the following events arising:
(i) The resolution of General Shareholders Meeting related to the amendment of article of association or the restructured of Board
of Directors and Board of Commissioners of the Issuer and Subsidiary, dividend subscription to the Issuer shareholders;
(ii) Criminal case, civil case, administration case and employment case involving the Issuer and Subsidiary which materially may
influence the ability of the Issuer/Subsidiary in performing and obeying its obligation based on any and all issue documents.
(h) To ensure that the payment liability by the Issuer to the Bond Holder according to
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trusteeship agreement at every time shall have the same position (in pari passu) with the liability to all other creditors unless the liability
to the preference creditor.
(i) Deliver to the trustee:
(i) Copy of the reports submitted to Supervisory Agency and Financial Institution, stock exchange where the shares, American
Depository Shares, or bond of the Issuer registered and KSEI within not later than 2 (two) working days period after the reports
are submitted to the parties mentioned hereinabove;
(ii) Copy of Deeds proven that there is any amendment of articles of association and restructured of the member of Board of
Directors/Board of Commissioners of the Issuer and/or Subsidiary not later than 14 (fourteen) working days as of the
amendment is effective;
(iii) Annual Consolidation Financial Statement that has been audited by public accountant registered in Supervisory Agency for
Capital Market and Financial Institution
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not later than within 120 (one hundred twenty) calendar days after the termination date of the issuer book;
(iv) Quarter Consolidation Financial Statement submitted together with the submission of statement to Supervisory Agency for
Capital Market and Financial Institution, Stock Exchange or not later than:
– 30 (thirty) calendar days after the quarter book period of the Issuer is terminated, if it is not completed with
accountant statement; or
– 60 (sixty) calendar days after the quarter book period of the Issuer is terminated, if it is completed with accountant
statement for the purpose of limited study; or
– 90 (ninety) calendar days after the quarter book period of the Issuer is terminated, if it is completed with accountant
statement giving opinion concerning the naturalness of financial statement generally;
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(j) To maintain the properties of the Issuer and Subsidiary to remain be in a good condition and always insures to the good reputation
insurance company with terms and conditions that commonly conducted by the Issuer and commonly effective in the similar business
area.
(k) To grant permit to the trustee for, during the working days and working hours, conducting direct visit to the Issuer and the financial note
as not contradictory with the prevailing regulation, with prior notice to the Issuer submitted not later than 3 (three) working days before
the visit.
(l) Meet financial liabilities based on consolidation financial statement of the Issuer and Subsidiary as follows:
(i) To maintain the comparison between total loan with the equity shall be not exceed 1.75 : I (one point seventy five proportionate
with one)as set forth in every quarter consolidation financial statement;
(ii) To maintain the comparison between EBITDA and loan interest payment shall be not less
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than 3 : 1 (three proportionate with one) as set forth in every audited annual consolidation financial statement;
(iii) To maintain the comparison between the totaling of loan and procurement debt to the supplier of EBITDA shall be not exceed
3.5 : 1 (three point five proportionate with one);
As set forth in every audited annual consolidation financial statement;
(iv) To maintain the minimum adjusted consolidation capital for every time during the payable amount has not been fully paid, not
less than Rp. 5,000,000,000,000.00 (five trillion rupiah).
Equity means the account of equity number in consolidation balance sheet of the Issuer.
Procurement Debt to the Supplier means the account of procurement debt amount in consolidation balance sheet of the Issuer.
(m) To conduct rating of the bond in accordance with the regulation number : IX.C.11 Attachment of Decision of the Chairman of Capital
Market
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Supervisory Agency dated 14-12-2006 (the fourteenth day of December two thousand six) regarding the Rating of Payable Stock and its
amendment and or other regulation that shall be obliged to be obeyed by the Issuer.
Article 12
DEFAULT AND LEGAL CONSEQUENCE
12.1 In the event of one of the conditions or events mentioned in paragraph 12.5 of this article arising and the condition and event has been arising for 15
(fifteen) working days after the written reprimand has been accepted from the trustee without any improvement effort started to be implemented by
the Issuer in order to eliminate such event, then:
a. The trustee shall have right to notify the event to the bond holder through 1 (one) Indonesian language daily newspaper which nationally
published and 1 (one) Indonesian language daily newspaper which at least locally published in the domicile place of the Issuer.
b. The trustee shall have right to declare that as a result, any and all payable amount at once become mature and may be collected; and
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c. The trustee shall also, based on its consideration, have right to summon General Meeting of Bond Holders (RUPO) according to the
provision and procedure in trusteeship agreement and in the said General Meeting of Bond Holders (RUPO), the trustee shall inquire the
Issuer to give explanation related to such negligence.
12.2 If General Meeting of Bond Holders (RUPO) shall not able to accept the explanation and the reasons expressed by the Issuer, or if the Issuer may
not give any explanation whatsoever to General Meeting of Bond Holders (RUPO) then General Meeting of Bond Holders (RUPO) shall be able, at
the same time, to determine the steps that shall be taken to the Issuer related to the bond.
12.3 If General Meeting of Bond Holders (RUPO) decided that the trustee shall conduct legal actions to force the debt collection to the Issuer then the
trustee, within the time specified in General Meeting of Bond Holders (RUPO) resolution, shall submit the claim for payment and conduct legal
actions related to the collection to the Issuer.
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12.4 Any and all cost related to summon action and convention of General Meeting of Bond Holders (RUPO), and legal action conducted related to the
default shall be borne by and shall be obliged to be reimbursed by the Issuer.
12.5 The default as referred to in paragraph 12.1. of this article shall include one or more events or condition as follows:
a. The issuer negligent to pay bond interest on the payment date of bond interest and/or fully pay the bond principal on the full payment
date of bond principal to the bond holder; or
b. The issuer negligent to implement or obey one or more provisions in trusteeship agreement which materially have negative impact to the
ability of the issuer to meet its obligations in trusteeship agreement;
c. The issuer is wounded up (in addition to the wound up of as a result of merger) or declared as bankrupt; or
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d. If the Court or the authorized government institution, with any methods whatsoever, has seized or takeover the entire or most of the
Issuer properties or has taken any actions obstructing the Issuer to run most of or the entire business so that it may materially influence
the Issuer ability to meet its obligations in trusteeship agreement; or
e. If most of the rights, permits and other approvals of Government of Republic of Indonesia owned by the issuer and/or subsidiary are
annulled and declared as not valid, or the issuer and/or subsidiary shall not obtain any permit or approval required by the prevailing law
provision, which materially have negative impact of the continuation of the issuer business and materially have influenced the issuer
ability to meet the obligations determined in trusteeship agreement; or
f. If the information and guarantee of the issuer concerning the corporate condition or status or the issuer financial condition is materially
incompatible with the reality or not true,
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including the statement and guarantee of the issuer as referred to in article 15 of trusteeship agreement; or
g. If the issuer and/subsidiary has declared as negligent related to the debt agreement between the issuer and/or subsidiary with one of the
creditor, both has been existed or shall be existed in the future day, at the equal facility number with or higher than 10% (ten percent) of
the revenue or 20% (twenty percent) of the issuer equity, of which lower; or
h. The issuer or subsidiary based on the court instruction having legal force shall be obliged to pay an amount of fund to the third party
which if it is paid then it shall materially influence the ability of the issuer to meet the obligations determined in trusteeship agreement.
12.6 By waiving every provision in this trusteeship agreement regulating otherwise, the trustee shall have right to declare a default and therefore declare
that any and all payable amount shall be mature and at once in the event of default as referred to in
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paragraph 12.5 point (c), (d) and/or (f), and to take other legal actions related to such matter mentioned in this article.
Article 13
For the purpose of General Meeting of Bond Holders (RUPO) convention, the required quorum, voting right and decision making, the following provision shall
be effective without having prejudiced to the provision in Capital Market Regulation and other prevailing law regulations provision in Capital Market area and
Stock Exchange regulation where the bond is registered:
13.1 General Meeting of Bond Holders (RUPO) shall be convened at every time according to the provisions of this article, such as for the following
purposes:
a. To deliver the notification to the Issuer or trustee or to give guidelines to the trustee to take other actions.
b. To dismiss the trustee and appoint the alternate trustee in accordance with the provisions of trusteeship agreement.
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c. To take other actions authorized to be taken from or on behalf of bond holder including but not limited to amend the trusteeship
agreement by considering the provisions in trusteeship agreement and the prevailing law regulation.
d. To make decision related to the change of bond interest rate, the change of procedure of bond interest payment and/or bond principal
including the change of bond to the Issuer equity, the change of bond period and amendment of trusteeship agreement for the purpose of
such changes mentioned hereinabove, of which the provision of such changes mentioned hereinabove shall only able to be requested by
the Issuer if the Issuer is in negligent condition as referred to in article 12 of the trusteeship agreement.
e. To make the required decision related to the purpose of the issuer or bond holder representing at least 20% (twenty percent) of the
payable bond principal in order to conduct the annulment of bond registration in KSEI in accordance with Capital Market Regulation and
KSEI.
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f. To make decision regarding force majeure in the event of the agreement between the issuer and trustee is not reached.
g. To take other actions required for the interest of bond holder based on the provision of trusteeship agreement and/or prevailing law
regulation.
h. To make decision related to the default as referred to in article 12 of trusteeship agreement.
13.2 By considering the prevailing regulation in Capital Market area, General Meeting of Bond Holders (RUPO) may be convened if:
a. One or more bond holders representing at least 20% (twenty percent) of the payable bond principal (exclude the bond amount owned by
the issuer and/or affiliated company) shall submit written proposal to the trustee in order to convene General Meeting of Bond Holders
(RUPO) by containing the event proposed and attaching the original copy of Certificate of Meeting
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Invitation (KTUR) of KSEI obtained through Account Holder and presented the original copy of Certificate of Meeting Invitation
(KTUR) to the trustee, unless otherwise provided by the trustee, provided that as of the issue of Certificate of Meeting Invitation
(KTUR), the bond shall be freeze by KSEI, an amount of bond contained in Certificate of Meeting Invitation (KTUR).
The revocation of bond freezing by the KSEI shall only able to be conducted after obtaining written approval from the trustee.
b. The trustee or Supervisory Agency for Capital Market and Financial Institution or the issuer shall deem as necessary to convene General
Meeting of Bond Holders (RUPO).
13.3. a. The trustee shall conduct summon for General Meeting of Bond Holders (RUPO) and convene General Meeting of Bond Holders
(RUPO) not later than 30 (thirty) calendar days as of the acceptance of the application. In the event of the trustee rejects the application
of the bond holder or the issuer to convene General Meeting
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of Bond Holders (RUPO) then the trustee shall give written notification containing the reasons to the applicant with copies for
Supervisory Agency for Capital Market and Financial Institution not later than 21 (twenty one) calendar days after the acceptance of
application.
b. The trustee shall be obliged to deliver General Meeting of Bond Holders (RUPO) plan not later than 7 (seven) calendar days before
General Meeting of Bond Holders (RUPO) summon and deliver the result of General Meeting of Bond Holders (RUPO) not later than 2
(two) calendar days after General Meeting of Bond Holders (RUPO) is convened to Supervisory Agency for Capital Market and
Financial Institution.
13.4 General Meeting of Bond Holders (RUPO) procedure:
a. General Meeting of Bond Holders (RUPO) may be convened in the issuer domicile or other places where the bond is registered or agreed
by the issuer and trustee.
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b. General Meeting of Bond Holders (RUPO) summon shall be obliged to be conducted 2 (two) times and posted at least in 2 (two)
Indonesian language newspaper which nationally published provided that the first summon shall be conducted 14 (fourteen) working
days before the General Meeting of Bond Holders (RUPO) and the second summon shall be conducted 7 (seven) working days before the
General Meeting of Bond Holders (RUPO).
c. The summon shall be explicitly contained the date, hour, place and agendas of General Meeting of Bond Holders (RUPO).
d. General Meeting of Bond Holders (RUPO) shall be chaired by the trustee and the trustee shall be obliged to prepare General Meeting of
Bond Holders (RUPO) and General Meeting of Bond Holders (RUPO) material and also to appoint the Notary Public that shall make the
minutes of General Meeting of Bond Holders (RUPO). In the event of replacement of trustee requested by the issuer or bond holder,
General Meeting of Bond Holders (RUPO) shall be chaired by the issuer or
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bond holder requesting General Meeting of Bond Holders (RUPO) and the issuer or bond holder requesting General Meeting of Bond
Holders (RUPO) shall prepare General Meeting of Bond Holders (RUPO) and General Meeting of Bond Holders (RUPO) material and
also to appoint the Notary Public that shall make the minutes of General Meeting of Bond Holders (RUPO).
e. The bond holder having right to be present in General Meeting of Bond Holders (RUPO) is the bond holder having Certificate of
Meeting Invitation (KTUR) and whose name registered in the list of Certificate of Meeting Invitation (KTUR) issued by KSEI.
f. The bond holder attending General Meeting of Bond Holders (RUPO) shall be obliged to submit the Certificate of Meeting Invitation
(KTUR) to trustee.
g. One of the bond overbooking unit shall give the right to the holder to give 1 (one) vote. The vote is given in written and signed by
mentioning Certificate of Meeting Invitation (KTUR) number.
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h. Blank vote, abstain, and invalid vote shall be deemed as not voted including the bond owned by the issuer and/or affiliated company.
i. Any and all bond deposited in KSEI is freeze so that the bond may not be overbooked since 3 (three) exchange days before the date of
General Meeting of Bond Holders (RUPO) until the end date of General Meeting of Bond Holders (RUPO) proven by the notification
from the trustee or after obtaining approval from the trustee.
j. Before General Meeting of Bond Holders (RUPO) is conducted, the Issuer shall make statement concerning the bond owned and/or
owned by affiliated company.
k. Unless the costs arising as a result of the retirement of trustee as referred to in article 3 paragraph 3.8 point c of trusteeship agreement,
the natural costs related to the announcement posting for the purpose of General Meeting of Bond Holders (RUPO) summon and in order
to announce the result of General Meeting of Bond Holders (RUPO) and any and all costs of
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General Meeting of Bond Holders (RUPO) including but not limited to the Notary Public cost and room rent cost shall be borne to
the Issuer and the Issuer shall commit to pay the costs.
l. Of the General Meeting of Bond Holders (RUPO) convention, the minutes of General Meeting of Bond Holders (RUPO) shall be obliged
to be made by Notary Public as the valid instrument and binding the bond holder, trustee and the issuer. The trustee shall be obliged to
announce General Meeting of Bond Holders (RUPO) resolution by posting an announcement in at least 1 (one) Indonesian language
daily newspaper which nationally published not later than 7 (seven) working days after the General Meeting of Bond Holders (RUPO).
m. If the quorum shall not be reached in the first General Meeting of Bond Holders (RUPO) then the second General Meeting of Bond
(twenty one) working days after the first General Meeting of Bond Holders
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(RUPO) provided that re-summon to the bond holder shall be conducted not later than 7 (Seven) working days before the second General
Meeting of Bond Holders (RUPO) by announcing it in at least 1 (one) Indonesian language daily newspaper which nationally published.
n. If the quorum shall not be reached in the second General Meeting of Bond Holders (RUPO) then the third General Meeting of Bond
(twenty one) working days after the second General Meeting of Bond Holders (RUPO) provided that re-summon to the bond holder shall
be conducted not later than 7 (Seven) working days before the third General Meeting of Bond Holders (RUPO) by announcing it in at
least 1 (one) Indonesian language daily newspaper which nationally published.
13.5 Without having prejudiced to the provision contained in the Capital Market Regulation and Stock Exchange Regulation and other law regulation:
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a. Unless the reasons mentioned in paragraph 13.5 point b of this article, then:
representing at least /3 (two thirds) of the amount of payable
1
bond principal (exclude the bond amount owned by the issuer
and/or affiliated company) and it is approved by more than /2 (half) of the amount of payable bond principal attended and/or
represented having valid voting right in General Meeting of Bond Holders (RUPO) (exclude the bond amount owned by the
issuer and/or affiliated company) by considering paragraph 13.4 point h of this article.
by bond holder or their valid attorney representing at least /3 (two third) of the amount of payable bond principal (exclude the
bond amount owned by the
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1
issuer and/or affiliated company) and it is approved by more than /2 (half) of the amount of payable bond principal attended
and/or represented having valid voting right in General Meeting of Bond Holders (RUPO) (exclude the bond amount owned by
the issuer and/or affiliated company) by considering paragraph 13.4 point h of this article.
iii. The third General Meeting of Bond Holders (RUPO) shall valid and 2
have right to make binding resolution without calculating
the presence quorum provided that it is approved by more than /3 (two thirds) of the amount of payable bond principal
attended and/or represented having valid voting right in General Meeting of Bond Holders (RUPO) (exclude the bond amount
owned by the issuer and/or affiliated company) by considering paragraph 13.4 point h of this article.
b. Special for General Meeting of Bond Holders (RUPO) in respect of the Issuer request aimed to decide the changes of bond interest rate,
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procedure of bond interest payment, and/or bond principal including the change of bond to be the issuer equity, change of bond period
and amendment of trusteeship agreement for the purpose of such changes mentioned hereinabove shall only able to be conducted if the
issuer is negligent as referred to in article 12 of trusteeship agreement with the following requirements:
representing at least /4 (three fourths) of the amount of payable bond principal (exclude the bond amount owned by3the issuer
and/or affiliated company) shall have right to make valid and binding resolution if it is approved by more than /4 (three
fourths) of the amount of payable bond principal attended and/or represented having valid voting right in General Meeting of
Bond Holders (RUPO) (exclude the bond amount owned by the issuer and/or affiliated company) by considering paragraph
13.4 point h of this article.
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by bond holder or their valid attorney representing at least /4 (three fourths) of the amount of payable bond principal (exclude
the bond amount owned by3 the issuer and/or affiliated company) and shall have right to make valid and binding resolution if it
is approved by more than /4 (three fourths) of the amount of payable bond principal attended and/or represented having valid
company) by considering paragraph 13.4 point h of this article.
iii. If the quorum shall not be reached in the second General Meeting of Bond Holders (RUPO) then the third General Meeting of
Bond Holders (RUPO) may be convened where
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the third General Meeting of Bond Holders (RUPO) shall 3

be valid and have right to make binding resolution if it is attended by
bond holder or their valid attorney representing at least /4 (three fourths) of the amount of payable bond principal (exclude the
bond amount owned by the 3
issuer and/or affiliated company) and shall have right to make valid and binding resolution if it is
approved by more than /4 (three fourths) of the amount of payable bond principal attended and/or represented having valid
company) by considering paragraph 13.4 point h of this article.
13.6 In the event of the bond is owned by the issuer based on the buy back and/or owned by the affiliated company then the vote number are not
calculated in the presence quorum in General Meeting of Bond Holders (RUPO) and shall not have voting right.
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13.7 The issuer, trustee and bond holder shall obey, comply and bind to the resolutions made by the bond holder in General Meeting of Bond Holders
(RUPO).
13.8 Further regulations regarding the convention and procedure of General Meeting of Bond Holders (RUPO) may be made and if it is deemed as
necessary, it shall be perfected or amended by the issuer and trustee by considering the prevailing law in Republic of Indonesia and the provision in
article 18 paragraph 18.2 of trusteeship agreement.
13.9 If the provisions regarding General Meeting of Bond Holders (RUPO) otherwise provided by the law regulation in Capital Market area then the said
law regulation shall be effective.
Article 14
NEGLIGENCE OF TRUSTEE
If the trustee shall be negligent or conducted a default of the trusteeship agreement, then the provision of article 1267 of Civil Code shall be effective unless it is
the right of the Issuer to request for the annulment or termination of trusteeship agreement.
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ARTICLE 15
STATEMENT AND GUARANTEE OF THE ISSUER
The issuer shall declare and guarantee to the trustee and bond holder as follows:
15.1 On the signing date of trusteeship agreement, articles of association of the issuer as defined in the comparison of this deed. In addition to such Deeds
mentioned hereinabove until the signing date of trusteeship agreement in this deed, there shall be no other deeds or documents containing the
amendment of articles of association of the trustee.
15.2 The Core business area of the issuer is as the network provider and/or telecommunication service and informatics.
15.3 By the signing date of trusteeship agreement, the structure of Board of Directors and Board of Commissioners of the Issuer shall be as follows:
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BOARD OF DIRECTORS
– President Director : Mister JOHNNY SWANDI SJAM;
– Vice President Director : Mister KAIZAD BOMI HEERJEE;
– Director : Mister FADZRI SENTOSA;
– Director : Mister WAHYU WIJAYADI;
– Director : Mister GUNTUR SOALOON SIBORO;
– Director : Mister RAYMOND TAN KIM MENG;
– Director : Mister SYAKIED AHMAD SUNGKAR;
– Director : Mister WONG HEANG TUCK;
– Director : Mister ROY KANNAN;
BOARD OF COMMISSIONERS
– President Commissioners : Mister PETER SEAH LIM HUAT;
– Commissioner : Mister LEE THENG KIAT;
– Commissioner : Mister SIO TAT HIANG;
– Commissioner : Mister SUM SOON LIM;
– Commissioner : Mister ROES ARYAWIJAYA;
– Commissioner : Mister SETYANTO PRAWIRA SANTOSA;
– Commissioner : Mister SHEIKH MOHAMMED BIN
SUHAIM HAMAD AL-THANI;
– Independent Commissioner : Mister LIM AH DOO;
– Independent Commissioner : Mister SETIO ANGGORO DEWO;
– Independent Commissioner : Mister SOEPRAPTO

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15.4 Statement of Bond Issue Registration and its amendment as it shall be delivered to Supervisory Agency for Capital Market and Financial Institution
and Prospectus as it shall be circulated shall not contain the wrong information concerning the material fact and not negligent to mention the
significant fact that shall be contained or necessary to be contained so that the information shall not mislead and the arrangement of prospectus shall
be obliged to meet the requirements stipulated by the Chairman of Supervisory Agency for Capital Market and Financial Institution.
15.5 The issuer has submitted and obtained any and all significant permits and approvals required to have and control its properties and assets and able to
run its business and activities as undergoing and as the knowledge of the Issuer, it shall not violate or negligent in meeting the law regulation or
significant permit required so that it may influence the issuer business activities materially or part of the issuer properties and assets.
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15.6 The issuer, on the signing date of this trusteeship agreement, shall not involve in any case either civil or criminal or arbitration or administrative case
that may influence the issuer ability to perform its obligation based on trusteeship agreement.
15.7 The signing of issue document shall not violate or not the violation of the terms and condition and/or not the negligence based on loan agreement,
security right or agreement or other documents where the issuer is one of the parties on the signing date of trusteeship agreement or based on articles
of association of the issuer and as the knowledge of the issuer, other prevailing law regulation in Indonesia and shall be effective for the issuer or a
binding final level decision of the authorized Indonesian Court Agency or government agency of Republic of Indonesia issued to the issuer having
significant control of the issuer business.
15.8 Unless the liabilities as presented in the annual financial statement of the issuer for the fiscal year ended on 30-09-2007 (the thirtieth day of
September two thousand seven) audited by Accountant Public
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Office Purwantono, Sarwoko & Sandjaja or notified in written by the issuer to the trustee, the issuer on the agreement signing date.
15.9 The preparation of any and all issue documents have been made accordingly by the issuer based on the requirements in the prevailing law regulation
and has been signed accordingly on behalf of the issuer and shall be the valid and binding liability for the issuer which implementation may be
executed in accordance with the requirements unless it is limited by the prevailing law regulation in Indonesia.
15.10 The Bond issue has been approved accordingly based on the articles of association of the issuer and the prevailing law regulation and bond is the
valid and binding liability for the issuer which implementation may be executed in accordance with the requirements
15.11 The parties signing the trusteeship agreement and other agreements related to the bond issue on behalf of the issuer is the party having right and full
authority to sign the agreements mentioned hereinabove.
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15.12 To the knowledge of the issuer, any and all financial statements that have been and/or shall be submitted by the issuer to the trustee shall accurately
and correctly describe and present the financial condition and the issuer asset.
15.13 The issuer hereby shall release the trustee from any and all liabilities or responsibilities related to the statement and guarantee given by the issuer in
Article 16
NOTIFICATION
16.1 Any and all notifications from one party to other party in trusteeship agreement shall be deemed as it has been implemented legally and accordingly
if it is signed by the authorized party and shall be delivered to the address mentioned hereinunder by registered mail or directly delivered by
obtaining receipt or by telex.
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THE ISSUER:
Name : PT INDOSAT Tbk.;
Address : Jalan Medan Merdeka Barat Number:21;

Jakarta 10110;
Phone : (021) 30003001;
Facsimile : (021) 3809833;
Attention : Board of Directors;
THE TRUSTEE :
Name : PT BANK RAKYAT INDONESIA (PERSERO)Tbk;
Address : Desk Investment Banking, Treasury Division; BRI II Building 3rd Floor; Jalan Jenderal
Sudirman Number :44–46; Jakarta 10210;
Phone : (021) 570 9060 Ext. 2371 and 250 0124;
Facsimile : (021) 251 1647;
Attention : Treasury Division Head/Head of Desk Investment Banking;
16.2 If one of the parties experiences change of address the party experienced the change of address shall be obliged to notify to other parties not later
than 5 working days as of the change of address.
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Article 17
OTHER PROVISIONS
17.1 Trusteeship agreement shall be effective as of the signing date of this deed provided that the rights and liability of the parties arising since the issue
date until the amount of payable shall be fully paid and any and all liabilities of the trustee and the issuer shall be completed.
17.2 The trusteeship agreement shall not able to be amended and/or added, either entirely or partly, unless if the amendment and/or addendum is made in
a written agreement signed by the issuer and trustee and by the notification to Supervisory agency for capital market and financial institution without
having prejudiced to other provision in trusteeship agreement.
17.3 If one party negligent to accordingly meet the liability arising a result of bond or based on trusteeship agreement, agreements or other documents
made or issued in relation to bond issue then the party shall be deemed as negligent to perform its liability as the time passed by and therefore any
evidence and/or information shall no longer be required in any form whatsoever considering provision of article 12 of trusteeship agreement.
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17.4 Certificate of trustee concerning the amount of bond interest and/or bond principal and other money amount at every time payable and shall be
obliged to be paid by the issuer to the bond holder shall be the evidence of payable amount without having prejudiced to the issuer right to prove
that the actual payable amount by the issuer is less than the amount stipulated by the trustee. In the event of the calculation difference of the issuer
payment liability then the trustee together with the issuer shall conduct recalculation.
17.5 The trusteeship agreement shall be effective and binding for the parties and the substitute (–s) holder of right of each party.
17.6 Unless otherwise provided in the trusteeship agreement if the dates stipulated to pay bond interest or bond principal amount shall be due not on the
exchange day then the payment shall be paid on the next exchange day.
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17.7 The costs of trusteeship agreement preparation, agreement and other document related to the issue where the issuer shall be the party within the
agreement, shall be borne and paid by the issuer.
17.8 Trusteeship agreement is the final approval and agreement reached by the parties in trusteeship agreement related to the matters contained in
trusteeship agreement and therefore the trusteeship agreement shall replace any and all approvals, agreements and commitments that ever been
drawn by the parties before the signing of trusteeship agreement either verbally or written, either directly or indirectly, related to the matters
contained in trusteeship agreement.
17.9 The trusteeship agreement and the execution shall obey and comply to and defined in accordance with the law provision and law of republic of
Indonesia.
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Article 18
SETTLEMENT OF DISPUTE
18.1 The parties shall make any effort to settle, in amicable deliberation, any and all disputes or different opinion, or controversy arising from or related
to the trusteeship agreement. In the event of the dispute or different opinion, or controversy shall not be settled in amicable deliberation way within
30 (thirty) calendar days period as of the written notification date of one of the parties concerning the dispute (“Grace Period”) then the dispute or
different opinion, or controversy shall be settled by Indonesian National Arbitration Agency (“BANI”) using BANI event and regulation and comply
to the Law Number : 30 Year 1999 (one thousand nine hundred ninety nine) regarding Arbitration and Alternative of Settlement of Dispute
(“Arbitration Law”) completed with any and all amendments unless explicitly otherwise provided in trusteeship agreement.
18.2 The parties shall agree and covenant that the arbitration implementation shall be implemented with the following methods:
(i) Arbitration process shall be implemented in Jakarta, Indonesia and in Indonesian language;
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(ii) The arbiter that shall implement the arbitration process is in the form of arbitration council consisting of 3 (three) arbiters where at least 1
(one) arbiter is the legal consultant that has been registered in Supervisory Agency and Financial Institution as the supporting profession
of capital market (if any);
(iii) The appointment of arbiter shall be implemented not later than 30 (thirty) calendar days as of the termination of grace period.
Each party having dispute shall appoint an arbiter;
(iv) Not later than 14 (fourteen) calendar days as of the appointment of both arbiter by each party then both arbiter shall be obliged to appoint
and chose the third arbiter that shall be acting as the Chairman of Arbitration Council;
(v) If there is no agreement reached in appointing the third arbiter then the chosen and appointment of the arbiter shall be delivered to the
Chairman of BANI in accordance with BANI regulation and event;
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(vi) The parties to the trusteeship agreement shall be obliged to assist the arbitration council to obtain any and all information required to
settle the dispute accordingly.
(vii) The arbitration council shall examine the case and dispute based on the provision and interpretation on the basis of Indonesian law and
the aim and purpose of trusteeship agreement.
(viii) The decree of arbitration council is final, binding and having permanent legal force for the party having dispute and shall be obliged to
be implemented by the parties. The parties shall agree and commit to not claim or annul the decree of arbitration council of BANI the
said in any court whatsoever;
(ix) In order to implement the decree of BANI arbitration, it shall be executed in the permanent domicile (law domicile) in Registrar Office
of Central Jakarta District Court in Jakarta;
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(x) Any and all costs arising related to the arbitration process shall be borne by each party;
(xi) Any and all rights and liabilities of the parties based on trusteeship agreement shall be continued to be effective as the implementation of
the arbitration process.
– The appearing persons shall declare hereby guarantee the accuracy of the identity of the appearing persons in accordance with the identity card delivered to me,
Notary Public and fully responsible of the said matters and hereinafter the appearing persons shall also declare that have understood the content of this deed.
– Of any and all matters mentioned hereinabove,
IN WITNESS WHEREOF THIS DEED
– Is made as minutes, recited and executed in Jakarta on the day and date as first mentioned at the preamble of this deed in the presence of:
1. – Mistress INDAH FATMAWATI, Bachelor of Law, born in Jakarta, on 28-07-1959 (the twenty eighth day of July
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one thousand nine hundred fifty nine), Indonesian citizen, residing in South Jakarta, Tebet Timur Dalam VI K/4, 003 Neighborhood Association,
006 community association, Tebet Timur Sub District, Tebet District.
– The holder of residential identity card number : 09.5007.680759.0199.
2. – Mistress DIYAH SUWATI, born in Solo, on 26-10-1964 (the twenty sixth day of October one thousand nine hundred sixty four), Indonesian
citizen, residing in Tangerang, Jalan Talas II, Pondok Cabe Ilir, 02 neighborhood association, 01 community association, Pondok Cabe Ilir Sub
District, Pamulang District.
– The holder of residential identity card number : 3219222004.1786503.
– for the time being present in Jakarta.
– Both are the employees of the Notary Public, as witnesses.
– Considering this deed has been discussed by the parties accordingly, then this deed shall only able to be recited generally or by the summary by me, Notary
Public to the appearing persons and witnesses, then the appearing
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persons, the witnesses and I, the Notary Public, duly subscribe our respective signature hereunto.
– Is executed with one strike with replacement.
– The original copy of this deed is duly signed accordingly
IS ISSUED AS CONFORMED COPY WITH THE SAME TENOR THEREOF
[signed and sealed on stamp duty]
Mrs. POERBANINGSIH ADI WARSITO, SH.

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Securities registered pursuant to Section 12(b) of the Act.

Name of each exchange

Series A shares, par value Rp100 per share 1

“3G” third-generation telecommunications services

“bandwidth” the capacity of a communication link

“dBW” decibel referencing one watt

“erlang” is a unit of measurement of telephone traffic equal to one hour of conversation

“Node B” a BTS for a 3G network

Item 1: IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS

Item 2: OFFER STATISTICS AND EXPECTED TIMETABLE

Item 3: KEY INFORMATION

For the years ended December 31,

As of or for the year ended December 31,

Exchange Rate Information

Exchange Rates of Indonesian Rupiah

Source: Bank Indonesia

Risks Relating to Indonesia

Political and social instability may adversely affect us

Labor activism and unrest may adversely affect our business

Risks Relating to Our Business

Risks Relating to our Cellular Services Business

Risks Relating to Our Fixed Data (“MIDI”) Services Business

Risks Relating to Our Fixed Telecommunications Services Business

Item 4: INFORMATION ON THE COMPANY

Our business does not experience significant seasonality.

• our acquisition of Telkom’s 22.5% ownership interest in Satelindo;

• Telkom’s acquisition of our 35.0% ownership interest in Telkomsel; and

For the year ended December 31,

• Voice SMS: allows customers to send audible messages;

Customers and Marketing

For the year ended December 31,

Fixed Telecommunications Services

For the year ended December 31,

Customers and Marketing

Facilities and Infrastructure

The principal components of our cellular networks are:

Fixed Telecommunications Network

Submarine Cable Network Geographic Coverage Capacity

TPC-5 (Jakarta) Japan, United States 118.00

APCN (Medan-Batam) Malaysia 2.00

APCN and JS (Surabaya) Hong Kong and Malaysia 16.64

SEA-ME-WE 3 and JS Malaysia and Saudi Arabia 7.424

Principal Registered Offices

Headquarters: Jl. Medan Merdeka Barat No. 21

North Sumatera Regional Office Jl. Perintis Kemerdekaan No. 39

South Sumatera Regional Office Jl. Veteran No. 933

Central Java & DI Yogyakarta Regional Office Jl. Pandanaran No. 18

West Java Regional Office Jl. Asia Afrika No. 141-147

Sulampapua Regional Office Jl. Slamet Riyadi No. 4

Kalimantan Regional Office Jln. Jend. Sudirman No. 37

Second Indosat Bonds

• equity capital of at least Rp5,000.0 billion;

Third Indosat Bonds

• equity capital of at least Rp5,000.0 billion;

Fourth Indosat Bonds

• equity capital of at least Rp5,000 billion;

Fifth Indosat Bonds

• equity capital of at least Rp5,000 billion;

Sixth Indosat Bonds

Guaranteed Notes due 2010

• incur additional debt;