FILED: NEW YORK COUNTY CLERK 10/21/2014 05:29 PM INDEX NO. 652890/2014 NYSCEF DOC. NO. 25 RECEIVED NYSCEF: 10/21/2014 EXECUTION VERSION SUPPLEMENTAL INDENTURE dated as of January 27, 20 I I among BAKRIE TELECOM PTE. LTD. as Issuer, PT BAKRIE TELECOM TBK as Company, The entities listed on Schedule I hereto as Subsidiary Guarantors THE BANK OF NEW YORK MELLON as Trustee and STANDARD CHARTERED BANK, JAKARTA BRANCH as Indonesian Collateral Agent I 1.500% Guaranteed Senior Notes Due 20 15
THIS SUPPLEMENTAL INDENTURE (this "Supplemental Indenture"), entered into as of January 27,2011 among Bakrie Telecom Pte. Ltd., a company incorporated with limited liability under the laws of Singapore, as the Issuer, PT Bakrie Telecom Tbk, a company incorporated with limited liability under the laws of Indonesia, as the Company, the entities listed on Schedule I hereto collectively as the Subsidiary Guarantors, The Bank ofnew York Mellon, as the Trustee, and Standard Chartered Bank, Jakarta Branch, as the Indonesian Collateral Agent. RECITALS WHEREAS, the Issuer, the Company, the Subsidiary Guarantors, the Trustee and the Indonesian Collateral Agent entered into the Indenture, dated as of May 7, 2010 (the "Indenture"), relating to the Company's 11.500% Guaranteed Senior Notes Due 2015 (the "Notes"); WHEREAS, the Issuer, the Company and the Subsidiary Guarantors has entered into a purchase agreement dated January 24, 20 II with Credit Suisse (Singapore) Limited and Morgan Stanley Asia (Singapore) Pte. (together, the "Initial Purchasers") with respect to the issue and sale by the Issuer, and the purchase on a several and not joint basis by the Initial Purchasers, of US$ 130.0 million aggregate principal amount of Additional Notes; WHEREAS, Section 9.01 of the Indenture provides that the Indenture may be amended, without the consent of any holder, to provide for the issuance of Additional Notes in accordance with the limitations set forth therein; WHEREAS, the Issuer, the Company and the Subsidiary Guarantors desire and have requested the Trustee and the Indonesian Collateral Agent to join with it in entering into this Supplemental Indenture for the purpose of amending the Indenture in certain respects as permitted by Section 9.0 I of the Indenture; WHEREAS, the Company has satisfied all conditions precedent, if any, provided under the Indenture to enable the Issuer, the Company, the Subsidiary Guarantors, the Trustee and the Indonesian Collateral Agent to enter into this Supplemental Indenture, all as certified by an Officers' Certificate, delivered to the Trustee simultaneously with the execution and delivery of this Supplemental Indenture as contemplated by Section 9.04 of the Indenture; and WHEREAS, the Company has delivered to the Trustee simultaneously with the execution and delivery of this Supplemental Indenture an Opinion of Counsel relating to this Supplemental Indenture as contemplated by Section 9.04 of the Indenture; NOW, THEREFORE, in consideration of the above premises, each party hereby agrees, for the benefit of the others and for the equal and ratable benefit of the Holders of the Notes, as follows: ARTICLE I AMENDMENTS TO INDENTURE Section 1.l Amendmentto Section 1.01 of the Indenture. The definition of "Intercompany Loan" set forth in Section 1.01 of the Indenture is hereby deleted in its entirety and replaced as follows: "Intercompany Loan" means any loan between the Company, as obligor, and the Issuer as obligee, pursuant to the intercompany loan agreement entered into on the date of this Indenture (as
such agreement may be amended from time to time), pursuant to which loans are made by the Issuer to the Company representing (i) the gross proceeds of the offering of the Notes on the date of this Indenture and (ii) following the date of this Indenture, to the extent Additional Notes are issued from time to time in accordance with the Indenture, the gross proceeds of the offering of such Additional Notes. Section 1.2 Amendment to Section 2.09 ofthe Indenture. Section 2.09 of the Indenture is amended by inserting "("Additional Notes")" after the words "Additional Notes" in the third line of Section 2.09. ARTICLE 11 MISCELLANEOUS PROVISIONS Section 2.1 Indenture. Except as amended hereby, the Indenture is in all respects ratified and confirmed and all the terms, conditions and provisions thereof shall remain in full force and effect. This Supplemental Indenture shall form a part of the Indenture for all purposes, and every Holder of Notes heretofore or hereafter authenticated and delivered under the Indenture shall be bound by the Indenture as amended hereby. Subject to Section 12.02 of the Indenture, in the case of conflict between the Indenture and this Supplemental Indenture, the provisions of this Supplemental Indenture shall control. Section 2.2 Severability. In case any provision in this Supplemental Indenture shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby. Section 2.3 Capitalized Terms. Capitalized terms used herein but not defined shall have the meanings assigned to them in the Indenture. Section 2.4 Effect of Headings. The Article and Section headings used herein are for convenience only and shall not affect the construction of this Supplemental Indenture. Section 2.5 Governing Law. THIS SUPPLEMENTAL INDENTURE AND THE NOTES SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK BUT WITHOUT GIVING EFFECT TO APPLICABLE PRINCIPLES OF CONFLICTS OF LAW TO THE EXTENT THAT THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY. Section 2.6. English Version Prevails. This Supplemental Indenture has been executed in both Indonesian and English versions, provided that the existence of such multiple versions of this Supplemental Indenture shall not be construed to create multiple obligations. In the event of any inconsistency between the Indonesian and English versions, the parties hereto agree that (i) the English version shall prevail and (ii) the Indonesian version shall be amended by the parties hereto to more accurately reflect the English version. With respect to any conflict between this Section 2.6 and Law No. 24 of2009 on Flag, Language, Coat of Arms and National Anthem ("Law 24") each of the Issuer, the Company, the Subsidiary Guarantors, the Trustee and the Indonesian Collateral Agent hereby irrevocably waives, to the fullest extent permitted by applicable law, any and all rights under Law 24 in contravention of this Section 2.6. Section 2.7 Counterparts. The parties may sign any number of copies of this Supplemental Indenture. Each signed copy shall be an original, but all of them together represent one and the same agreement.
Section 2.8 Successors and Assigns. All agreements of the parties to this Supplemental Indenture and the Notes shall bind their respective successors and assigns. (THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK]
IN WITNESS WHEREOF, the parties hereto have caused this Supplemental indenture to be duly executed as of the date first above written. BAKRJE TELECOM PTE. LTD., By: ----------~------~------ Name: \J-?.~'t'n?l-\ ::lvn~ ~i Title: Oset-to<" By: ----~~~~~~~~L-- Name: "':lv\\'a~~ Title: ~\-tee.~\
IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly executed as of the date first above written. BAKRIE TELECOM PTE. L TO., as Issuer me: '1 ~~~o />..\;;. Title: "V\~~cto( PT BAKRIE CONNECTIVITY, as Subsidia By: ----~~~~~~d------ Name: "1. ~\~ Title: Q\<"f'cW
IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly executed as of the date first above written. ame:'lr~ Title: 9\~ er,/t;jj\ By: N-am-e:--,~=-;>. -=-~-~----::------:::~-:-\X'I -~-=-,-a-, --- Title: \) \~l?c. t{/( PT BAKRIE CONNECTIVITY, as Subsi Gua~~nr--.. By: ~~~~~~~--~~~-- Name: "'1.v\\~~ Title: ~h,ec-~('
IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly executed as of the date first above written. PT BAKRIE TELECOM TBK, as th t:.:a<m~><~rn... -- :S ~u.h~o A\>i \h (' ec.~ (7("
IN WlTNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly executed as of the date first above written. PT BAKRIE TELECOM TBK, as the Co y PT BAKRIE CONNECTIVITY, as Subsid'
IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly executed as ofthe date first above written. PT BAKRfE TELECOM TBK, as the Comp By: ----~~--~~--~------ Name:?- ~\"<Xl~ t 1.~~\ Title: \1\,ec..t-o' ONNECTIVITY, Guarantor ~ Name: Title:
THE BANK OF NEW YORK MELLON, as Trustee By: ------------------------- Name: Title: STANDARD CHARTERED BANK, JAKARTA BRANCH, as Indonesian Collateral Agent By: ------------------------- Name: Title:
SCHEDULE I LIST OF SUBSIDIARY GUARANTORS I. PT Bakrie Network 2. PT Bakrie Connectivity