THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION.

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1 Disclaimer THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. IMPORTANT: You must read the following disclaimer before continuing. The following disclaimer applies to the attached consent solicitation statement accessed from this page or otherwise received by you as a result of such access and you are therefore advised to read this disclaimer page carefully before reading, accessing or making any other use of the attached consent solicitation statement. In accessing the attached consent solicitation statement, you agree to be bound by the following terms and conditions, including any modifications to them from time to time, each time you receive any information from us as a result of such access. Confirmation of Your Representation: You have been sent the attached consent solicitation statement on the basis that you are a holder of, or a custodian or an intermediary acting on behalf of a beneficial owner of, the 4.625% Senior Unsecured Notes due 2018 (the 2018 Notes ) issued by TBG Global Pte. Ltd. (the Issuer ) and unconditionally and irrevocably guaranteed by PT Tower Bersama Infrastructure Tbk (the Company ). This consent solicitation statement has been sent to you in an electronic form. You are reminded that documents transmitted via this medium may be altered or changed during the process of transmission and consequently none of Australia and New Zealand Banking Group Limited (the Sole Solicitation Agent ), the Issuer, the Company, Lynchpin Bondholder Management, as the information and tabulation agent (the Information and Tabulation Agent ) or Citicorp International Limited, as trustee for the 2018 Notes, or any person who controls any of them or any of their respective directors, officers, employees or agents, or any affiliate of any such person accepts any liability or responsibility whatsoever in respect thereof. You are reminded that the attached consent solicitation statement has been delivered to you on the basis that you are a person into whose possession this consent solicitation statement may be lawfully delivered in accordance with the laws of the jurisdiction in which you are located and you may not nor are you authorized to deliver this consent solicitation statement to any other person. Restrictions: The attached consent solicitation statement does not constitute an offer to buy or the solicitation of an offer to sell any securities in the United States, Singapore or any other jurisdiction. Furthermore, no person has been authorized to give any information with respect to the consent solicitation statement, or to make any representation in connection therewith, other than those contained therein. If made or given, such recommendation or any such information or representation must not be relied on as having been authorized by the Issuer, the Company or the Sole Solicitation Agent. The distribution of the attached consent solicitation statement in certain jurisdictions may be restricted by law. Persons into whose possession the attached consent solicitation statement comes are required by the Sole Solicitation Agent, the Issuer and the Company to inform themselves about, and to observe, any such restrictions.

2 CONSENT SOLICITATION STATEMENT TBG Global Pte. Ltd. (the Issuer ) (incorporated in the Republic of Singapore) Solicitation of Consents Relating to the Issuer s US$300,000, % Senior Unsecured Notes due 2018 (the 2018 Notes ) (144A CUSIP 87218RAA3; ISIN US87218RAA32; Common Code ) (Regulation S CUSIP Y85516AA3; ISIN USY85516AA35; Common Code ) unconditionally and irrevocably guaranteed by PT Tower Bersama Infrastructure Tbk (the Company ) (incorporated in the Republic of Indonesia with limited liability) THIS CONSENT SOLICITATION WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON MARCH 30, UNLESS OTHERWISE EXTENDED OR EARLIER TERMINATED (SUCH DATE AND TIME, AS THE SAME MAY BE EXTENDED OR EARLIER TERMINATED, THE EXPIRATION TIME ). CONSENTS MAY BE REVOKED AT ANY TIME PRIOR TO THE EXPIRATION TIME. THE ISSUER MAY, IN ITS SOLE DISCRETION, EXTEND, TERMINATE OR AMEND THIS CONSENT SOLICITATION AT ANY TIME. IN THE EVENT OF ANY EXTENSION OF THE EXPIRATION TIME, HOLDERS WILL BE GRANTED THE RIGHT TO REVOKE THEIR CONSENTS DELIVERED ON OR PRIOR TO THE EXTENDED EXPIRATION TIME. The Issuer is soliciting the consent (a Consent or the Consents ) of the Holders (as defined herein) (the Consent Solicitation ) to certain amendments (the Proposed Amendments ) to the indenture dated as of April 3, 2013, as amended by a supplemental indenture dated as of January 26, 2015, relating to the 2018 Notes (the Indenture ), among the Issuer, the Company and Citicorp International Limited, as trustee (the Trustee ), upon the terms and subject to the conditions set forth in this Statement (as it may be amended or supplemented from time to time). Capitalized terms used but not otherwise defined herein shall, unless the context otherwise requires, have the meanings set out in the Indenture. The Issuer had on February 10, 2015 issued US$350,000, % Senior Unsecured Notes due 2022 (the 2022 Notes ). Additionally, on November 21, 2014, certain subsidiaries of the Company had entered into the Facility Agreement (as defined herein) and RLF Agreement (as defined herein), and on November 26, 2014, repaid all amounts outstanding under the Debt Programme (as defined herein). The principal purpose of the Proposed Amendments is to bring the Indenture in conformity with the terms of the 2022 Notes, including: (i) amending the definitions of Change of Control, Consolidated Indebtedness, Debt to Annualized Cash Flow Ratio, Permitted Holder, Permitted Investments, Permitted Liens, Subsidiary and Tower Assets ; (ii) amending the covenant Incurrence of Indebtedness and Issuance of Preferred Stock under Section 4.04 of the Indenture; (iii) amending the covenant Restricted Payments under Section 4.05 of the Indenture; (iv) amending certain provisions in line with the repayment of the Debt Programme and the entry into the Facility Agreement and RLF Agreement; and (v) amending and introducing other provisions and definitions relating to the foregoing Proposed Amendments. The Issuer will pay or cause to be paid, subject to the terms and conditions herein, to the Holders who have delivered valid Consents prior to the Expiration Time an aggregate cash payment of US$2.50 per US$1,000 principal amount of 2018 Notes for which Consents have been validly delivered by such Holders (the Consent Fee ) on the Settlement Date (as defined herein). Holders for which no Consent is validly delivered will not receive any Consent Fee, even though the Proposed Amendments, if they become operative, will be applicable and binding with respect to all Holders and their transferees. The payment of the Consent Fee is subject to the successful consummation of the Consent Solicitation. The Issuer and the Company believe that the Proposed Amendments will provide the Company with more financial and operational flexibility to support its business plans. Sole Solicitation Agent ANZ Consent Solicitation Statement dated March 11, 2015

3 TABLE OF CONTENTS Page Important Information... 1 Cautionary Statement Regarding Forward-Looking Statements... 3 Definitions... 4 Summary Timetable... 6 The Company... 7 The Issuer... 7 Background to and Purpose of Consent Solicitation... 8 Proposed Amendments... 9 Certain Significant Considerations The Consent Solicitation Certain U.S. Federal Income Tax Considerations Taxation Outside the United States Sole Solicitation Agent and Information and Tabulation Agent Miscellaneous... 27

4 IMPORTANT INFORMATION As of the date of this Consent Solicitation Statement, all of the 2018 Notes are held of record in the name of Cede & Co., which is the nominee of The Depository Trust Company ( DTC ). This Statement has been issued by and is the sole responsibility of the Issuer, and is only for circulation to those holders of, or a custodian or an intermediary acting on behalf of a beneficial owner of, the 2018 Notes, including persons who hold the 2018 Notes through DTC ( DTC Participants and, together with registered holders of 2018 Notes, the Holders ), and other persons to whom it may lawfully be issued in accordance with applicable law. This Statement does not constitute or form part of and should not be construed as, an offer for sale or subscription of, or a solicitation of any offer to buy or subscribe for, any securities of the Issuer or any other entity. The distribution of this Statement and the making of this Consent Solicitation may nonetheless be restricted by law in certain jurisdictions. Persons into whose possession this Statement come are required by the Issuer, the Company, Australia and New Zealand Banking Group Limited, as sole solicitation agent (the Sole Solicitation Agent ), Lynchpin Bondholder Management, as the information and tabulation agent (the Information and Tabulation Agent ) and the Trustee to inform themselves about, and to observe, any such restrictions. None of the Issuer, the Company, the Sole Solicitation Agent, the Information and Tabulation Agent or the Trustee or any of their respective affiliates will incur any liability for their own failure or the failure of any other person or persons to comply with the provisions of any such restrictions. This Statement has not been filed with or reviewed by any federal or state securities commission or regulatory authority of any country, nor has any such commission or authority passed upon the accuracy or adequacy of this Consent Solicitation. Any representation to the contrary is unlawful and may be a criminal offense. No person is authorized in connection with this Consent Solicitation to give any information or to make any representation not contained in this Statement and any such information or representation must not be relied on as having been authorized by or on behalf of the Issuer, the Company, the Sole Solicitation Agent, the Information and Tabulation Agent or the Trustee. None of the Sole Solicitation Agent, the Information and Tabulation Agent, the Trustee or their respective affiliates has separately verified the information contained herein. Accordingly, no representation, warranty or undertaking, express or implied, is made and no responsibility nor liability is accepted by the Sole Solicitation Agent, the Information and Tabulation Agent, the Trustee or any of their respective affiliates as to the accuracy or completeness of the information contained in this Statement or any other information provided by it in connection with this Consent Solicitation. None of the Sole Solicitation Agent, the Information and Tabulation Agent, the Trustee or their respective affiliates accepts any responsibility for this Statement, makes any representation regarding this Statement or this Consent Solicitation or owes any duty to any Holder, including in respect of any losses a Holder may incur in connection with the Consent Solicitation. The Sole Solicitation Agent, the Information and Tabulation Agent and their respective affiliates are the agents of the Issuer. None of the Issuer, the Company, the Sole Solicitation Agent, the Information and Tabulation Agent or the Trustee nor any of their respective affiliates make any representation or recommendation, express or implied, to any Holder as to (i) this Statement, (ii) the Consent Fee, (iii) the condition, financial or otherwise, of the Company or its subsidiaries or affiliates, (iv) whether or not to participate in this Consent Solicitation, or (v) any other matter in connection with this Consent Solicitation. Holders must make their own independent decisions as to whether to deliver a Consent. The Sole Solicitation Agent is acting as an agent of the Issuer, the Company and their respective affiliates in relation to this Consent Solicitation and to no one else and will not regard any other person as its customer or be responsible to anyone other than the Issuer, the Company and their affiliates for providing the protections afforded to customers of the Sole Solicitation Agent or for providing advice in relation to this Consent Solicitation. The Sole Solicitation Agent and its affiliates may have a holding in, or may from time to time provide advice or other investment services in relation to, or engage in transactions involving, the 2018 Notes. See Sole Solicitation Agent and Information and Tabulation Agent. This Statement contains important information which should be read before any decision is made with respect to this Consent Solicitation. This Consent Solicitation is not being made to, and no Consents are being solicited from, Holders in any jurisdiction in which it is unlawful to make such Consent Solicitation or grant such Consents. However, the -1-

5 Issuer may, in its sole discretion, take such actions as it may deem necessary to solicit Consents in any jurisdiction and may extend this Consent Solicitation to, and solicit Consents from, persons in any such jurisdiction. In any jurisdiction in which the securities laws or blue sky laws require this Consent Solicitation to be made by a licensed broker or dealer, this Consent Solicitation will be deemed to be made on behalf of the Issuer by the Sole Solicitation Agent or one or more registered brokers or dealers that are licensed under the laws of such jurisdiction. All Holders are entitled to deliver Consents. Any Holder wishing to participate in this Consent Solicitation must submit, or arrange to have submitted on its behalf, prior to the Expiration Time (unless this Consent Solicitation is terminated earlier), a Consent in accordance with the terms herein. DTC has confirmed that the Consent Solicitation is eligible for the DTC Automated Tender Offer Program ( ATOP ). Accordingly, DTC Participants must electronically deliver a Consent by causing DTC to transfer their 2018 Notes and indicate delivery of a Consent to the Information and Tabulation Agent in accordance with DTC s ATOP procedures for such transfer. DTC will verify the transfer and the electronic delivery of such Consent and then send an agent s message (as defined herein) to the Information and Tabulation Agent. DTC Participants desiring to deliver a Consent prior to the Expiration Time should note that they must allow sufficient time for completion of the ATOP procedures during normal business hours of DTC. Beneficial owners of 2018 Notes should contact the broker, dealer, commercial bank, trust company or other nominee through which they hold their 2018 Notes to see whether such broker, dealer, commercial bank, trust company or other nominee applies shorter deadlines to participate in this Consent Solicitation than those set out in this Statement, and, if so, should follow those deadlines. For more information regarding the procedures for delivering your Consent, see The Consent Solicitation Consent Procedures in this Statement. UNDER NO CIRCUMSTANCES SHOULD ANY PERSON TENDER OR DELIVER 2018 NOTES IN CONNECTION WITH THIS CONSENT SOLICITATION AT ANY TIME. Subject to applicable law and the terms and conditions described herein, the Issuer may, in its sole discretion, extend, amend, terminate or withdraw this Consent Solicitation at any time prior to the Expiration Time. The Issuer shall notify the Holders of such extension, amendment, termination or withdrawal as set out in The Consent Solicitation Expiration Time; Extensions; Amendment; Termination. In the event of any extension of the Expiration Time, Holders will be granted the right to revoke their Consents delivered on or prior to the extended Expiration Time. In the event the Issuer has not received the Requisite Consents on or before the Expiration Time, this Consent Solicitation will be deemed withdrawn. As described in this Statement, an acceptance by a Holder of this Consent Solicitation which is not withdrawn before the Expiration Time is irrevocable. Subject to the Issuer obtaining the Requisite Consents, the Proposed Amendments will become effective upon the execution and delivery of a supplemental indenture (the Supplemental Indenture ) in accordance with the Indenture. Any questions and requests for assistance in connection with this Statement may be directed to the Sole Solicitation Agent at the address and telephone numbers set forth on the back cover of this Statement. Any questions and requests for assistance with regard to the procedures for participating in this Consent Solicitation or for additional copies of this Statement may be directed to the Information and Tabulation Agent at the address and telephone number set forth on the back cover of this Statement. THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. If you have any doubt as to the action you should take, you are recommended to seek your own independent legal, regulatory, tax, business and financial advice immediately from your broker, lawyer, accountant or other independent adviser (financial or otherwise). This document should not be forwarded or distributed to another person and should not be reproduced in any manner whatsoever. Any forwarding, distribution or reproduction of the document in whole or in part is unauthorized. -2-

6 CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS This Statement contains forward-looking statements that relate to future events, which are, by their nature, subject to significant risks and uncertainties. All statements, other than statements of historical fact contained in this Statement including, without limitation, those regarding our future financial position and results of operations, strategy, plans, objectives, goals and targets, future developments in the markets where we participate or are seeking to participate and any statements preceded by, followed by or that include the words believe, expect, aim, intend, will, may, project, estimate, anticipate, predict, seek, should or similar words or expressions, or variations of these expressions, are forward-looking statements. The future events referred to in these forward-looking statements involve known and unknown risks, uncertainties and other factors, some of which are beyond our control, which may cause the actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements. These forward-looking statements are based on numerous assumptions regarding our present and future business strategies and the environment in which we will operate in the future and are not a guarantee of future performance. When relying on forward-looking statements, you should carefully consider the foregoing factors and other uncertainties and events, especially in light of the political, economic, social and legal environment in which we operate. Such forward-looking statements speak only as of the date on which they are made. Accordingly, we do not undertake any obligation to update or revise any of them, whether as a result of new information, future events or otherwise. We do not make any representation, warranty or prediction that the results anticipated by such forward-looking statements will be achieved, and such forward-looking statements represent, in each case, only one of many possible scenarios and should not be viewed as the most likely or standard scenario. Accordingly, you should not place undue reliance on any forward-looking statements. -3-

7 DEFINITIONS Capitalized terms used but not otherwise defined herein shall, unless the context otherwise requires, have the meanings set out in the Indenture. In addition, the following words and expressions have, unless the context otherwise requires, the meanings set out opposite them below Notes US$300,000, % Senior Unsecured Notes due 2018 of the Issuer (144A CUSIP 87218RAA3; ISIN US87218RAA32; Common Code ) (Regulation S CUSIP Y85516AA3; ISIN USY85516AA35; Common Code ) Notes US$350,000, % Senior Unsecured Notes due 2022 of the Issuer. ATOP Business Day Company Consent Fee Debt Programme DTC DTC Participants The Automated Tender Offer Program of the DTC. Any day which is not a Saturday, Sunday, legal holiday or other day on which banking institutions in Indonesia, Singapore or New York are authorized by law or governmental regulation to close. PT Tower Bersama Infrastructure Tbk. See The Company. US$2.50 for each US$1,000 principal amount of 2018 Notes payable to Holders who have delivered valid Consents with respect to the 2018 Notes in respect of the Proposed Amendments, and who have not revoked such Consents on or prior to the Expiration Time. The payment of the Consent Fee is subject to the successful consummation of the Consent Solicitation. The programme agreement dated September 27, 2010 among, among others, the Company, as Parent and the Borrowers, Obligors and Security Providers and the Lenders named therein, as amended by an amendment and restatement agreement dated May 14, 2012, an amendment and waiver letter dated October 23, 2012 and a second amendment and waiver letter dated December 14, 2012, and any series agreements related thereto, in each case as amended, restated, modified, renewed, extended, increased, refunded, replaced or refinanced in whole or in part from time to time. The Depository Trust Company. Persons who hold the 2018 Notes through DTC. Expiration Time 5:00 p.m. New York City time, on March 30, Facility Agreement Holders The facility agreement for US$1,000,000,000 dated November 21, 2014 among, among others, the Company, as Parent, and the Borrowers, Guarantors, Arrangers, Lenders and Agent named therein, as amended, restated, modified, renewed, extended, increased, refunded, replaced or refinanced in whole or in part from time to time. Holders of, or custodians or intermediaries acting on behalf of beneficial owners of, the 2018 Notes, including DTC Participants. Indenture Indenture governing the 2018 Notes, dated as of April 3, 2013, -4-

8 as amended by a supplemental indenture dated as of January 26, 2015, among the Issuer, the Company and the Trustee. Information and Tabulation Agent Issuer Lynchpin Bondholder Management has been appointed as information and tabulation agent in connection with this Consent Solicitation. The address and telephone number of Lynchpin Bondholder Management are set forth on the back cover of this Statement. TBG Global Pte. Ltd., a wholly-owned subsidiary of the Company. See The Issuer. Launch Date March 11, Proposed Amendments Requisite Consents RLF Agreement The Proposed Amendments as set forth under the section entitled Proposed Amendments. The consent of the Holders of at least a majority in aggregate principal amount of the outstanding 2018 Notes required for the consents being solicited by the Issuer as described under the section entitled Proposed Amendments. The facility agreement for US$300,000,000 revolving facility dated November 21, 2014 among, among others, the Company, as Parent, and the Borrowers, Guarantors, Arrangers, Lenders and Agent named therein, as amended, restated, modified, renewed, extended, increased, refunded, replaced or refinanced in whole or in part from time to time. Settlement Date On or prior to April 2, Sole Solicitation Agent Supplemental Indenture Trustee Australia and New Zealand Banking Group Limited has been retained by the Issuer to act as sole solicitation agent in connection with this Consent Solicitation. In such capacity, the Sole Solicitation Agent may contact Holders regarding this Consent Solicitation and may request brokers, dealers and other nominees to forward this Statement and related materials to Holders. The address and telephone numbers of the Sole Solicitation Agent are set forth on the back cover of this Statement. The supplemental indenture to be entered into among the Issuer, the Company and the Trustee, which will give effect to the Proposed Amendments. Citicorp International Limited. -5-

9 SUMMARY TIMETABLE (all times refer to local time in New York City) Set forth below is the currently expected summary timetable for the Consent Solicitation, including the expected date for the notice of the results from the Consent Solicitation to be delivered to Holders and the Settlement Date. Date March 11, 2015 Event Launch Date. 5:00 p.m. New York City time, March 30, 2015 Expiration Time. March 31, 2015 On or prior to April 2, 2015 Notice of results of this Consent Solicitation (if the Expiration Time is not extended or if the Consent Solicitation is not terminated or amended) given to Holders. Settlement Date. The Issuer reserves the right to extend the Expiration Time. In such case, the date on which the notice of the results of this Consent Solicitation is given and the Settlement Date may be adjusted accordingly. Holders should inform themselves of any earlier deadlines which may be imposed by any intermediaries which may affect the timing of the submission of a Consent. -6-

10 THE COMPANY The Company is a publicly listed limited liability company incorporated under the laws of the Republic of Indonesia. The Company is one of the two leading independent tower companies in Indonesia. The Company s principal business is leasing space for antennas and other equipment for wireless signal transmission at tower sites and shelter-only sites under long-term lease agreements. The Company also provides telecommunications operators with access to the Company s distributed antenna system networks in shopping malls and office buildings in major urban areas. The principal executive office of the Company is located at International Financial Centre Building 6th Floor, Jl. Jend. Sudirman Kav.22-23, South Jakarta 12920, Indonesia. THE ISSUER The Issuer, TBG Global Pte. Ltd., a limited liability company under the laws of the Republic of Singapore, was incorporated on January 29, The Issuer is a wholly-owned subsidiary of the Company. The principal object of the Issuer is set out in Article 4 of its Memorandum and Articles of Association and is to carry on or undertake any business or activity, do any act or enter into any transaction that is not prohibited by any law for the time being in force in Singapore. As such, the Issuer is, among other things, authorized to issue the 2018 Notes and to finance the business of the Company, including entering into the Indenture and any transaction documents to which it is or will be a party. The registered office of the Issuer is located at 80 Raffles Place, #51-02 UOB Plaza, Singapore

11 BACKGROUND TO AND PURPOSE OF CONSENT SOLICITATION The Issuer had on February 10, 2015 issued the 2022 Notes. Additionally, on November 21, 2014, certain subsidiaries of the Company had entered into the Facility Agreement and RLF Agreement, and on November 26, 2014, repaid all amounts outstanding under the Debt Programme. The principal purpose of the Proposed Amendments is to bring the Indenture in conformity with the terms of the 2022 Notes, including: (i) amending the definitions of Change of Control, Consolidated Indebtedness, Debt to Annualized Cash Flow Ratio, Permitted Holder, Permitted Investments, Permitted Liens, Subsidiary and Tower Assets ; (ii) amending the covenant Incurrence of Indebtedness and Issuance of Preferred Stock under Section 4.04 of the Indenture; (iii) amending the covenant Restricted Payments under Section 4.05 of the Indenture; (iv) amending certain provisions in line with the repayment of the Debt Programme and the entry into the Facility Agreement and RLF Agreement; and (v) amending and introducing other provisions and definitions relating to the foregoing Proposed Amendments. The Issuer and the Company believe that the Proposed Amendments will provide the Company with more financial and operational flexibility to support its business plans. -8-

12 PROPOSED AMENDMENTS Holders should carefully review the Proposed Amendments prior to delivering Consents. Under the terms of the Indenture, each of the Proposed Amendments being requested under this section requires Holders of at least a majority in aggregate principal amount of the 2018 Notes then outstanding to vote in favor of them. Set forth below is a description of the Proposed Amendments. The Proposed Amendments will become effective upon receipt of the Requisite Consents, the payment of the Consent Fee and the execution of the Supplemental Indenture. The Proposed Amendments constitute a single proposal, and a consenting Holder must consent to the Proposed Amendments in their entirety and may not consent selectively with respect to certain portions of the Proposed Amendments. If the Requisite Consents are received, upon the execution of the Supplemental Indenture and satisfaction of the other conditions described herein, the Proposed Amendments will bind all Holders, including those that did not give their Consents. If the Consent Solicitation is terminated for any reason, or if the Requisite Consents have not been delivered prior to the Expiration Time, all Consents will be voided and the Proposed Amendments will not be effective. To give effect to the Proposed Amendments, certain sections of the Indenture as identified below are proposed to be amended as set forth below, with insertions shown in double underline and deletions shown in strikethrough. (a) The definition of Change of Control shall be amended as follows: Change of Control means the occurrence of one or more of the following events: (1) the direct or indirect sale, transfer, conveyance or other disposition (other than by way of merger or consolidation), in one ofor a series of related transactions, of all or substantially all of the properties or assets of the Parent Guarantor and its Restricted Subsidiaries, taken as a whole, to any Person (including any person (as that term is used in Section 13(d)(3) of the Exchange Act)), other than one or more Permitted Holders; (2) the Parent Guarantor consolidates with, or merges with or into, any Person (other than one or more Permitted Holders), or any Person (other than one or more Permitted Holders) consolidates with, or merges with or into, the Parent Guarantor, in any such event pursuant to a transaction in which any of the outstanding Voting Stock of the Parent Guarantor or such other Person is converted into or exchanged for cash, securities or other property, other than any such transaction where the Voting Stock of the Parent Guarantor outstanding immediately prior to such transaction is converted into or exchanged for (or continues as) Voting Stock (other than Disqualified Stock) of the surviving or transferee Person constituting a majority of the outstanding shares of Voting Stock of such surviving or transferee Person (immediately after giving effect to such issuance); (3) any Person (including any person (as that term is used in Section 13(d)(3) of the Exchange Act)) other than the Permitted Holders is or becomes the Beneficial Owner, directly or indirectly, of 50% or more of the total voting power of the Voting Stock of the Parent Guarantor; or (4) individuals who on the date of this Indenture constituted the Board of Directors of the Parent Guarantor, together with any new directors whose election by the Parent Guarantor s shareholders was ratified by either the Permitted Holders or a majority of the Board of Directors by a vote of at least two thirds of the directors then still in office who were either directors or whose election was previously so ratified, cease for any reason to constitute a majority of the board of directors of the Parent Guarantor then in office; or (54) the adoption of a plan relating to the liquidation or dissolution of the Parent Guarantor. (b) The definition of Consolidated Indebtedness shall be amended as follows: Consolidated Indebtedness means, with respect to any Person as of any date of determination, the sum, without duplication, of: -9-

13 (1) the total amount of Indebtedness of such Person and its Restricted Subsidiaries to the extent (other than Attributable Debt and Hedging Obligations) appearing as a liability upon a balance sheet (excluding the footnotes thereto) of such Person and its Restricted Subsidiaries prepared in accordance with GAAP; plus (2) the amount of all Disqualified Stock of such Person and all preferred stock or Disqualified Stock of Restricted Subsidiaries of such Person, valued at the greater of its voluntary and involuntary liquidation preference and its maximum fixed repurchase price plus accrued dividends, in each case, determined on a consolidated basis in accordance with GAAP. (c) The definition of Credit Facilities shall be amended as follows: Credit Facilities means, one or more debt facilities, indentures or commercial paper facilities, in each case, with banks or other lenders or investors (including the Existing Credit Facilities under the Debt Programme) providing for revolving credit loans, term loans, term debt, debt securities, receivables financing (including through the sale of receivables to such lenders or to special purpose entities formed to borrow from such lenders against such receivables) or letters of credit, in each case, as amended, restated, modified, renewed, extended, increased, refunded, replaced in any manner (whether upon or after termination or otherwise) or refinanced (including by means of sales of debt securities to institutional investors) in whole or in part from time to time. (d) The definition of Debt to Annualized Cash Flow Ratio shall be amended as follows: Debt to Annualized Cash Flow Ratio means, as of any date of determination, the ratio of: (1) the Consolidated Indebtedness of the Parent Guarantor as of such date to (2) the product of four times the Consolidated Cash Flow of the Parent Guarantor for the most recently ended fiscal quarter for which internal financial statements are available (the Latest Quarter ) on such date. In addition, for purposes of calculating the Debt to Annualized Cash Flow Ratio: (1) if any Indebtedness of the Parent Guarantor or its Restricted Subsidiaries included in the calculation of the Parent Guarantor s Consolidated Indebtedness is hedged by an agreement relating to Currency Exchange Protection, the amount of such Indebtedness will be calculated so as to take into account the effects of such Currency Exchange Protection; (12) acquisitions or dispositions of assets that have been made by the Parent Guarantor or any of its Restricted Subsidiaries, including through mergers or consolidations, or any Person or any of its Restricted Subsidiaries acquired by the Parent Guarantor or any of its Restricted Subsidiaries (the Target Assets ), and including all related financing transactions and including increases in ownership of Restricted Subsidiaries, during the Latest Quarter or subsequent to the Latest Quarter and on or prior to the date of determination, or that are to be made on the date of determination, will be given pro forma effect as if they had occurred on the first day of the Latest Quarter as determined in good faith by the Board of Directors of the Parent Guarantor and any such pro forma calculation may include adjustments appropriate, in the reasonable determination of the Board of Directors of the Parent Guarantor, to reflect operating expense reductions and other operating improvements or synergies resulting from such acquisition that are reasonably identifiable, factually supportable and expected to be realized within six months of such acquisition (the Synergy Adjustments ); provided that the aggregate amount of Synergy Adjustments with respect to any such acquisition included in any such pro forma calculation shall not exceed the Synergy Cap; (23) the Consolidated Cash Flow attributable to discontinued operations, as determined in accordance with GAAP, and operations or businesses (and ownership interests therein) disposed of prior to the date of determination, will be excluded; -10-

14 (34) any Person that is a Restricted Subsidiary on the date of determination will be deemed to have been a Restricted Subsidiary at all times during such Latest Quarter; and (45) any Person that is not a Restricted Subsidiary on the date of determination will be deemed not to have been a Restricted Subsidiary at any time during such Latest Quarter. (e) The definition of Investment Grade shall be amended as follows, as Moody s does not currently maintain ratings for the 2018 Notes: Investment Grade means a rating of AaaAAA, or AaAA, A or BaaBBB, as modified by a 1, 2+ or 3 indication, or an equivalent rating representing one of the four highest rating categories, by Moody ss&p, or any of its successors or assigns, or a rating of AAA, AA, A or BBB, as modified by a + or - indication, or an equivalent rating representing one of the four highest rating categories, by Fitch, or any of its successors or assigns, or the equivalent ratings of any internationally recognized rating agency or agencies, as the case may be, which shall have been designated by the Parent Guarantor as having been substituted for Moody ss&p or Fitch or both, as the case may be. (f) The definition of Permitted Holder shall be deleted in its entirety and replaced with the following: Permitted Holder means any or all of: (1) the Provident Group; (2) the Saratoga Group; and (3) PT Telekomunikasi Indonesia Tbk, any direct or indirect parent of PT Telekomunikasi Indonesia Tbk, any Subsidiary of PT Telekomunikasi Indonesia Tbk and any Subsidiary of a direct or indirect parent of PT Telekomunikasi Indonesia Tbk. (g) Paragraph (1) of the definition of Permitted Investments shall be amended as follows: (1) any Investment in the Parent Guarantor or a Restricted Subsidiary of the Parent Guarantor; (h) Paragraph (1) of the definition of Permitted Liens shall be amended as follows: (1) Liens securing Permitted Priority Indebtedness incurred under Bank Credit Facilities pursuant to Section 4.04(a) or Section 4.04(b)(1); (h) Paragraph (7) of the definition of Permitted Liens shall be amended as follows: (7) Liens existing on the date of this Indenture (other than Liens securing Indebtedness under the Debt Programme on the date of this Indenture); (i) The definition of Subsidiary shall be amended as follows: Subsidiary means, with respect to any specified Person: (1) any corporation, association or other business entity of which more than 50% of the total voting power of shares of Capital Stock entitled (without regard to the occurrence of any contingency and after giving effect to any voting agreement or stockholders agreement that effectively transfers voting power) to vote in the election of commissioners, directors, managers or trustees of the corporation, association or other business entity is at the time owned or controlled (by contract or otherwise), directly or indirectly, by that Person or one or more of the other Subsidiaries of that Person (or a combination thereof); and (2) any partnership or limited liability company of which (a) more than 50% of the capital accounts, distribution rights, total equity and voting interests or general and limited partnership interests, as applicable, are owned or controlled, directly or indirectly, by such Person or one or more of the other Subsidiaries of that Person or a combination thereof, whether in the form of -11-

15 membership, general, special or limited partnership interests or otherwise, and (b) such Person or any Subsidiary of such Person is a controlling general partner or otherwise controls such entity.; or (3) any corporation, association or other business entity which is consolidated in the financial statements of such Person in accordance with GAAP. (j) The definition of Target Assets shall be amended as follows: Target Assets has the meaning assigned to such term in the definition of Debt to Annualized Cash Flow RatiosRatio. (k) The definition of Tower Assets shall be amended as follows: Tower Assets means all physical infrastructure intended for use in telecommunications and data transfer, including: (1) ground based and rooftop telecommunications towers and installations (including all associated movable and immovable structures and equipment, concrete pads, lighting, air conditioning and fences situated thereon); (2) any structure, shelter or equipment (including any in-building distributed antenna system) situated on any parcel of real property, building or telecommunications tower for use in or ancillary to telecommunications and data transfer; (3) wireless and microwave antenna, receivers, repeaters, cables, fibre, fibre optic, exchanges and other equipment and infrastructure for use in or ancillary to telecommunications and data transfer; and (4) wireless communications towers, actual or potential communications sites, distributed antenna system networks and other assets used or usable in a Permitted Business or Equity Interests in any Person whose principal business is a Permitted Business, if after giving effect to any such acquisition of Equity Interests such Person becomes a Restricted Subsidiary of the Parent Guarantor. (l) The following new definitions shall be added to Section 1.01 of the Indenture: Bank Credit Facilities means any Credit Facility which does not constitute Public Indebtedness. business day means a day, other than a Saturday, Sunday or legal holiday or other day on which commercial banking institutions in The City of New York, Singapore, Indonesia or London are authorized or required by law to close. Control, in relation to a body corporate, means: (1) the power (whether by way of ownership of shares, proxy, contract, agency or otherwise) to: (a) cast, or control the casting of, more than 50 per cent. of the maximum number of votes that might be cast at a general meeting of such body corporate; or (b) appoint or remove all, or the majority, of the directors or commissioners or other equivalent officers of such body corporate; or (c) give directions with respect to the operating and financial policies of such body corporate with which the directors or other equivalent officers of such body corporate are obliged to comply; or -12-

16 (2) the holding beneficially of more than 50 per cent. of the issued share capital of such body corporate (excluding any part of that issued share capital that carries no right to participate beyond a specified amount in a distribution of either profits or capital). Currency Exchange Protection means any foreign exchange, currency swap, currency option, cap, floor, ceiling or collar or other similar arrangement designed to protect the Parent Guarantor or any of its Restricted Subsidiaries against fluctuations in currency exchange rates with respect to Indebtedness. Existing Credit Facilities means the Facility Agreement and the RLF Agreement. Facility Agreement means the facility agreement for US$1,000,000,000 dated November 21, 2014 among, among others, the Parent Guarantor, as Parent, and the Borrowers, Guarantors, Arrangers, Lenders and Agent named therein, as amended, restated, modified, renewed, extended, increased, refunded, replaced or refinanced in whole or in part from time to time. Provident Group means any of: (1) PT Provident Capital Indonesia; (2) Mr. Winato Kartono; (3) Mr. Hardi Wijaya Liong; (4) Mr. Gavin Arnold Caudle; (5) any entity of which any of the above together or individually has Control; or (6) any fund which is managed by any of the Persons specified in paragraphs (2) to (5) above (whether individually or collectively). Public Indebtedness means any Indebtedness consisting of bonds, debentures, notes or other similar debt securities issued in (a) a public offering or (b) a private placement to institutional investors that is underwritten for resale in accordance with Rule 144A and/or Regulation S under the Securities Act whether or not it includes registration rights entitling the holders of such debt securities to registration thereof with the U.S. Securities and Exchange Commission for public resale. For the avoidance of doubt, the term Public Indebtedness shall not be construed to include any Indebtedness issued to institutional investors in a direct placement of such Indebtedness that is not underwritten by an intermediary (it being understood that, without limiting the foregoing, a financing that is distributed to not more than fifteen Persons (provided that multiple managed accounts and affiliates of any such Persons shall be treated as one Person for the purposes of this definition) shall be deemed not underwritten), or any commercial bank or similar Indebtedness, receivables financing, Capital Lease Obligation or recourse transfer of any financial asset or any other type of Indebtedness incurred in a manner not customarily viewed as a securities offering. RLF Agreement means the facility agreement for US$300,000,000 revolving facility dated November 21, 2014 among, among others, the Parent Guarantor, as Parent, and the Borrowers, Guarantors, Arrangers, Lenders and Agent named therein, as amended, restated, modified, renewed, extended, increased, refunded, replaced or refinanced in whole or in part from time to time. Saratoga Group means any of: (1) PT Wahana Anugerah Sejahtera; (2) Mr. Sandiaga Salahuddin Uno; (3) PT Saratoga Infrastructure; (4) Mr. Edwin Soeryadjaya; -13-

17 (5) any entity of which any of the above together or individually has Control; (6) any fund jointly managed by the Persons named in paragraphs (2) and (4) above; or (7) any fund which is managed by the Persons named in paragraph (2) and/or (4) above, and/or any entity Controlled by any of such Persons (whether individually or collectively). (m) (n) The definitions of Consolidated Priority Indebtedness, Consolidated Priority Indebtedness Cash Flow Ratio, Debt Programme, Permitted Priority Indebtedness and Sponsors shall be deleted in their entirety from Section 1.01 of the Indenture. The covenant Incurrence of Indebtedness and Issuance of Preferred Stock under Section 4.04 of the Indenture shall be amended as follows: (a) The Parent Guarantor will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, create, incur, issue, assume, guarantee or otherwise become directly or indirectly liable, contingently or otherwise, with respect to (collectively, incur ) any Indebtedness (including Acquired Debt), and the Parent Guarantor will not issue any Disqualified Stock and will not permit any of its Restricted Subsidiaries to issue any shares of preferred stock (other than any preferred stock issued by TB Singapore to the Company); provided that the Parent Guarantor may incur Indebtedness (including Acquired Debt) or issue shares of Disqualified Stock and the Parent Guarantor s Restricted Subsidiaries may incur Indebtedness (including Acquired Debt) or issue preferred stock, if, in each case, (x) the Parent Guarantor s Debt to Annualized Cash Flow Ratio on the date of incurrence of such Indebtedness or issuance of such Disqualified Stock or preferred stock, as the case may be, would have been no greater than 6.25 to 1.00 until June 30, 2016 and 5.75 to 1.00 thereafter and (y) if such Indebtedness constitutes Consolidated Priority Indebtedness, such Indebtedness constitutes Permitted Priority Indebtedness, in each case, determined on a pro forma basis (including a pro forma application of the net proceeds therefrom), as if the additional Indebtedness had been incurred or the Disqualified Stock or the preferred stock had been issued, as the case may be, at the beginning of the most recently ended fiscal quarter for which internal financial statements are available on such date. (b) Section 4.04(a) will not prohibit the incurrence of any of the following items of Indebtedness or the issuance of the following items of Disqualified Stock or preferred stock (collectively, Permitted Debt ): (1) the incurrence by the Parent Guarantor or any of its Restricted Subsidiaries of Indebtedness and letters of credit under Credit Facilities (with the letters of credit being deemed to have a principal amount equal to the maximum potential liability of the Parent Guarantor and its Restricted Subsidiaries thereunder) in an aggregate amount at any time outstanding not to exceed US$100.0 million (or the Dollar Equivalent thereof); (2) the incurrence by the Parent Guarantor and its Restricted Subsidiaries of the Existing Indebtedness; (3) the incurrence by the Company and the Parent Guarantor of Indebtedness represented by the 2018 Notes to be issued on the date of this Indenture, the Parent Guarantee thereof and the Intercompany Loans; (4) the incurrence by the Parent Guarantor or any of its Restricted Subsidiaries of Indebtedness represented by Capital Lease Obligations, mortgage financings or purchase money obligations, in each case, incurred for the purpose of financing all or any part of the purchase price or cost of design, construction, installation or improvement of property, plant or equipment used in the business of the Parent Guarantor or any of its Restricted Subsidiaries, in an aggregate amount, including all Permitted Refinancing Indebtedness incurred to renew, refund, refinance, replace, defease or discharge any Indebtedness incurred pursuant to this clause (4), not to exceed US$50.0 million (or the Dollar Equivalent thereof) at any time outstanding; (5) the incurrence by the Parent Guarantor or any of its Restricted Subsidiaries of Permitted Refinancing Indebtedness in exchange for, or the net proceeds of which are used to renew, -14-

18 refund, refinance, replace, defease or discharge any Indebtedness (other than intercompany Indebtedness) that was permitted by this Indenture to be incurred under Section 4.04(a) or clauses (2), (3), (4), (5) or (9) of this Section 4.04(b); (6) the incurrence by the Parent Guarantor or any of its Restricted Subsidiaries of intercompany Indebtedness between or among the Parent Guarantor and any of its Restricted Subsidiaries; provided that: (A) (x) if the Parent Guarantor is the obligor on such Indebtedness or (y) if a Subsidiary Guarantor is the obligor on such Indebtedness and a Restricted Subsidiary that is not a Subsidiary Guarantor is the obligee, then in the case of (x) or (y) such Indebtedness must be unsecured and expressly subordinated to the prior payment in full in cash of all Obligations then due with respect to the 2018 Notes; and (B) (i) any subsequent issuance or transfer of Equity Interests that results in any such Indebtedness being held by a Person other than the Parent Guarantor or a Restricted Subsidiary of the Parent Guarantor and (ii) any sale or other transfer of any such Indebtedness to a Person that is not either the Parent Guarantor or a Restricted Subsidiary of the Parent Guarantor, will be deemed, in each case, to constitute an incurrence of such Indebtedness by the Parent Guarantor or such Restricted Subsidiary, as the case may be, that was not permitted by this clause (6); (7) the issuance by any of the Parent Guarantor s Restricted Subsidiaries to the Parent Guarantor or to any of the Parent Guarantor s Restricted Subsidiaries of shares of preferred stock; provided that: (A) any subsequent issuance or transfer of Equity Interests that results in any such preferred stock being held by a Person other than the Parent Guarantor or a Restricted Subsidiary of the Parent Guarantor; and (B) any sale or other transfer of any such preferred stock to a Person that is not either the Parent Guarantor or a Restricted Subsidiary of the Parent Guarantor, will be deemed, in each case, to constitute an issuance of such preferred stock by such Restricted Subsidiary that was not permitted by this clause (7); (8) the guarantee by the Parent Guarantor of Indebtedness of a Restricted Subsidiary of the Parent Guarantor or any Restricted Subsidiary of Indebtedness of the Parent Guarantor or another Restricted Subsidiary of the Parent Guarantor to the extent that the guaranteed Indebtedness was permitted to be incurred by another provision of this covenant; (9) the incurrence by the Parent Guarantor or any of its Restricted Subsidiaries of Acquired Debt in connection with the acquisition of assets, business or a Person; provided that such Acquired Debt was incurred by the prior owner of such assets or such Person prior to such acquisition by the Parent Guarantor or one of its Restricted Subsidiaries and was not incurred in connection with, or in contemplation of, such acquisition by the Parent Guarantor or one of its Restricted Subsidiaries and the Parent Guarantor s Debt to Annualized Cash Flow Ratio at the time of incurrence of such Acquired Debt, after giving pro forma effect to such transaction as if the same had occurred at the beginning of the most recently ended fiscal quarter of the Parent Guarantor for which internal financial statements are available, would have been less than the Parent Guarantor s Debt to Annualized Cash Flow Ratio for the same period without giving pro forma effect to such transaction; or (10) the incurrence by the Parent Guarantor or any of its Restricted Subsidiaries of additional Indebtedness and/or the issuance by the Parent Guarantor of Disqualified Stock in an aggregate principal amount, accreted value or liquidation preference, as applicable, at any time outstanding, not to exceed US$25.0 million (or the Dollar Equivalent thereof),. provided that, with respect to the incurrence of Permitted Debt under this Section 4.04(b) (other than Permitted Refinancing Indebtedness that refinances Permitted Priority Indebtedness under Section -15-