US$27,037,004 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...

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SECTION 1

DEFINITIONS AND INTERPRETATION

1.

Definitions and Interpretation

SECTION 2

THE FACILITY

2.

The Facility

3.

Purpose

4.

Conditions of Utilisation

SECTION 3

UTILISATION

5.

Utilisation

SECTION 4

REPAYMENT, PREPAYMENT AND CANCELLATION

6.

Repayment

7.

Prepayment and Cancellation

SECTION 5

COSTS OF UTILISATION

8.

Interest

9.

Interest Periods

10.

Changes to the calculation of interest

11.

Designation of Restricted and Unrestricted Subsidiaries

12.

Fee

SECTION 6

ADDITIONAL PAYMENT OBLIGATIONS

13.

Tax Gross Up and Indemnities

14.

Increased Costs

15.

Other Indemnities

16.

Mitigation by the Lenders

17.

Costs and Expenses

SECTION 7

REPRESENTATIONS, UNDERTAKINGS AND EVENTS OF DEFAULT

18.

Representations

19.

Information Undertakings

20.

Financial Covenants

21.

General Undertakings

22.

Events of Default

SECTION 8

CHANGES TO PARTIES

23.

Changes to the Lenders

24.

Changes to the Borrower

SECTION 9

THE FINANCE PARTIES

25.

Role of the Facility Agent and the Arranger

26.

Conduct of Business by the Finance Parties

27.

Sharing among the Finance Parties

SECTION 10

ADMINISTRATION

28.

Payment Mechanics

29.

Set-Off

30.

Notices/Communications

31.

Calculations and Certificates

32.

Partial Invalidity

33.

Remedies and Waivers

34.

Amendments and Waivers

35.

Defined Terms in Contract

36.

Counterparts

SECTION 11

GOVERNING LAW AND ENFORCEMENT

37.

Governing Law

38.

Arbitration

SCHEDULE

SCHEDULE 1 Name of Original Lenders

SCHEDULE 2 Conditions Precedent

SCHEDULE 3 Form of Utilisation Request

SCHEDULE 4 Form of Transfer Certificate

SCHEDULE 5 Timetables

SCHEDULE 6 Form of Compliance Certificate

PT INDOSAT TBK (the “Borrower”);

The HONGKONG AND SHANGHAI BANKING CORPORATION LIMITED, JAKARTA BRANCH as mandated lead arranger (the “Arranger”);

The parties specified in Schedule 1 as lenders (the “Original Lenders”); and

The HONGKONG AND SHANGHAI BANKING CORPORATION LIMITED as agent of the other Finance Parties (the “Facility Agent”).

DEFINITIONS AND INTERPRETATION

Definitions

any other person directly or indirectly controlling or controlled by or under direct or indirect common control with such specified person, or

any other person who is a commissioner or director or officer of:

such specified person;

any Subsidiary of such specified person; or

any person described in (a) above.

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

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.

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

all obligations of such person in relation to accounts payable to such person’s suppliers which bear interest or on which interest accrues.

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

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:

from performing its payment obligations under the Finance Documents; or

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.

if such Property has a Fair Market Value equal to or less than US$5 million, by any Officer of the Borrower; or

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.

this Agreement;

the Fee Letter; and

any other document designated as such by the Arranger and by the Borrower,

the Facility Agent;

the Arranger;

the Lenders; or

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

entered into for the purpose of assuring in any other manner the obligee against loss in respect thereof (in whole or in part),

endorsements for collection or deposit in the ordinary course of business; or

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).

the Original Lender; and

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.

the applicable Screen Rate; or

(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,

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

at any other time, a Lender or Lenders whose participations in the Loan then outstanding aggregate more than 50.1% of the Loan outstanding.

in relation to Offshore Lenders: 1.20 per cent per annum; and

in relation to Onshore Lenders: 1.45 per cent per annum.

the business, assets, operations or financial condition of the Borrower or of the Group taken as a whole;

the ability of the Borrower to perform its obligations under the Finance Documents; or

the validity or enforceability of the Finance Documents or the rights or remedies of any Finance Party under the Finance Documents.

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

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.

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

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.

Liens to secure Purchase Money Debt of the Borrower or any Restricted Subsidiary; provided that:

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

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;

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;

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;

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;

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;

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;

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;

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;

Liens existing on the date of this Agreement not otherwise described in Clauses (a) through (h) above;

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:

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

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;

Liens on the assets of Unrestricted Subsidiaries, or on the Capital Stock of Unrestricted Subsidiaries, that secure Non-Recourse Debt of Unrestricted Subsidiaries;

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

Liens encumbering customary initial deposits and margin deposits, netting provisions and setoff rights, in each case securing Debt under Hedging Obligations.

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

operation and maintenance of the Satellite.

the Satellite;

the Contract and any rights thereunder; and

any other assets relating to the Project.

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

incurred to finance the acquisition and construction by the Borrower or a Restricted Subsidiary of Telecommunications Assets, including additions and improvements thereto,

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

an Unrestricted Subsidiary that has been designated under Clause 11.1 (Designation of Restricted Subsidiary as Unrestricted Subsidiary) to be a Restricted Subsidiary.

which is controlled, directly or indirectly, by the first mentioned company or corporation;

more than half the issued share capital of which is beneficially owned, directly or indirectly by the first mentioned company or corporation; or

which is a Subsidiary of another Subsidiary of the first mentioned company or corporation,

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

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,

transmitting, or providing services relating to the transmission of, voice, video or data;

constructing, creating, developing or marketing communications networks, related network transmission equipment, software and other devices for use in a communications business; or

evaluating, participating in or pursuing any other activity or opportunity that is primarily related to those identified in Clause (a) or (b) above,

the proposed Transfer Date specified in the Transfer Certificate; and

the date on which the Facility Agent executes the Transfer Certificate.

Construction

Unless a contrary indication appears, any reference in this Agreement or any other Finance Document to:

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;

“assets” or “properties” includes present and future properties, revenues and rights of every description;

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;

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);

“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;

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;

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;

a provision of law is a reference to that provision as amended or re-enacted; and

a time of day is a reference to Hong Kong time.

Section, Clause and Schedule headings are for ease of reference only and shall not affect the construction of this Agreement.

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.

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.

Third party rights

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) ▇▇▇ ▇▇▇▇ (the “Third Parties Act”) to enforce or to enjoy the benefit of any term of this Agreement.

THE FACILITY

The Facility

Finance Parties’ rights and obligations

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.

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.

A Finance Party may, except as otherwise stated in the Finance Documents, separately enforce its rights under the Finance Documents.

PURPOSE

Purpose

No Monitoring

CONDITIONS OF UTILISATION

Initial conditions precedent

Further conditions precedent

no Default is continuing or would result from the proposed Loan; and

the representations in Clause 18 (Representations) to be made by the Borrower are true in all material respects.

UTILISATION

Delivery of the Utilisation Request

Completion of the Utilisation Request

The Utilisation Request is irrevocable and will not be regarded as having been duly completed unless:

the proposed Availability Date is a Business Day;

the currency and amount of the Utilisation comply with Clause 5.3 (Currency and amount); and

the proposed first Interest Period complies with Clause 9 (Interest Periods).

Currency and amount

The currency specified in the Utilisation Request must be Dollars.

The amount of the proposed Loan must be an amount which is not more than the Available Facility.

Lenders’ participation

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.

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.

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.

REPAYMENT

Repayment of Loan

Reborrowing

PREPAYMENT AND CANCELLATION

Illegality

the relevant Lender shall promptly notify the Facility Agent upon becoming aware of that event;

upon the Facility Agent notifying the Borrower, the Commitment of that Lender will be immediately cancelled; and

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).

Voluntary cancellation

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.

Any cancellation under this Clause 7.2 shall reduce the Commitments of the Lenders rateably.

Voluntary prepayment

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).

The Loan may only be prepaid on a Repayment Date (and not earlier than the First Repayment Date).

Any prepayment under this Clause 7.3 shall be applied against scheduled repayment instalments pro rata.

Mandatory prepayment

Right of repayment and cancellation in relation to a single Lender

If:

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

any Lender claims indemnification from the Borrower under Clause 13.3 (Tax indemnity) or Clause 14 (Increased Costs),

On receipt of a notice referred to in paragraph (a) above, the Commitment of that Lender shall immediately be reduced to zero.

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.

Review Period

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.

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.

Restrictions

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

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.

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.

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.

No amount of the Total Commitments cancelled under this Agreement may be subsequently reinstated.

INTEREST

Calculation of interest

Margin; and

LIBOR.

Payment of interest

Default interest

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 percent (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.

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.

Notification of interest

INTEREST PERIODS

Duration of Interest Periods

Each Interest Period shall, subject as provided below, be six (6) Months.

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.

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.

Non-Business Days

CHANGES TO THE CALCULATION OF INTEREST

Absence of quotations

Market disruption

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:

the Margin; and

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.

In this Agreement “Market Disruption Event” means:

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

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 percent (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.

Alternative basis of interest or funding

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.

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.

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.

Break Costs

DESIGNATION OF RESTRICTED AND UNRESTRICTED SUBSIDIARIES

Designation of Restricted Subsidiary as Unrestricted Subsidiary

all Debt of such Subsidiary, whether in existence at the time of designation as an Unrestricted Subsidiary, or Incurred thereafter, is Non-Recourse Debt;

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;

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

the designation would not otherwise cause a Default.

Automatic reversion

Designation of Unrestricted Subsidiary as Restricted Subsidiary

FEE

Arrangement Fee

Agency Fee

TAX GROSS UP AND INDEMNITIES

Definitions

In this Clause 12:

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.

Tax gross-up

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.

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.

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.

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.

Tax indemnity

Without prejudice to Clause13.2 (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

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:

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

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.

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.

A Finance Party shall, on receiving a payment from the Borrower under this Clause 13.3, notify the Facility Agent.

Tax credit

a Tax Credit is attributable to that Tax Payment; and

that Finance Party has obtained, utilised and retained that Tax Credit,

Stamp taxes

Indirect tax

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.

“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 ▇▇▇.

INCREASED COSTS

Increased costs

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.

In this Agreement “Increased Costs” means:

a reduction in the rate of return from the Facility or on a Finance Party’s overall capital;

an additional or increased cost; or

a reduction of any amount due and payable under any Finance Document,

Increased cost claims

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.

Each Finance Party shall, as soon as practicable after a demand by the Facility Agent, provide a certificate confirming the amount of Increased Costs.

Exceptions

Clause 14.1 (Increased costs) does not apply to the extent any Increased Cost is:

attributable to a Tax Deduction required by law to be made by the Borrower;

compensated for by Clause 13.3 (Tax indemnity); or

attributable to the wilful breach by the relevant Finance Party of any law or regulation.

In this Clause 14.3, a reference to a “Tax Deduction” has the same meaning given to the term in Clause13.1 (Definitions).

OTHER INDEMNITIES

Currency indemnity

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:

making or filing a claim or proof against the Borrower;

obtaining or enforcing an order, judgment or award in relation to any litigation or arbitration proceedings,

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.

Other indemnities

the occurrence of any Event of Default;

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);

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);

the Loan (or part of the Loan) not being prepaid in accordance with a notice of prepayment given by the Borrower;

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

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.

Indemnity to the Facility Agent

investigating any event which it reasonably believes is a Default; or

acting or relying on any notice, request or instruction which it reasonably believes to be genuine, correct and appropriately authorised.

MITIGATION BY THE LENDERS

Mitigation

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.

Paragraph (a) above does not in any way limit the obligations of the Borrower under the Finance Documents.

Limitation of liability

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).

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.

COSTS AND EXPENSES

Legal costs and expenses

this Agreement and any other documents referred to in this Agreement; and

any other Finance Documents executed after the date of this Agreement,

Amendment costs

Enforcement costs

REPRESENTATIONS

Status

It is a corporation, duly incorporated and validly existing under the law of its jurisdiction of incorporation.

It and each of its Subsidiaries has the power to own its assets and carry on its business as it is being conducted.

Binding obligations

Non-conflict with other obligations

any law or regulation applicable to it;

its or any of its Subsidiaries’ constitutional documents; or

any agreement or instrument binding upon it or any of its Subsidiaries or any of its or any of its Subsidiaries’ assets.

Power and authority

Validity and admissibility in evidence

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

to make the Finance Documents to which it is a party admissible in evidence in its jurisdiction of incorporation,

Governing law and enforcement

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.

Any arbitral award obtained in Singapore in relation to a Finance Document will be recognised and enforced in its jurisdiction of incorporation.

No filing or stamp taxes

No default

No Event of Default is continuing or might reasonably be expected to result from the making of any Utilisation.

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.

No misleading information

Financial statements

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.

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.

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.

Pari passu ranking

No proceedings pending or threatened

Environmental compliance

Environmental Claims

Taxation

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),

It is not materially overdue in the filing of any Tax returns.

No claims are being or are reasonably likely to be asserted against it with respect to Taxes.

No Immunity

Private and commercial acts

Confirmation

Business in Indonesia

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.

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.

Repetition

INFORMATION UNDERTAKINGS

Financial statements

The Borrower shall:

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;

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 (▇▇▇▇://▇▇▇.▇▇▇▇▇▇▇.▇▇▇/) the Borrower’s unaudited consolidated financial statements in English for that period.

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 shad, following a request by that Lender, promptly supply a copy of its financial statements.

Compliance Certificate

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.

Each Compliance Certificate shall be signed by an Officer.

Requirements as to financial statements

Information: miscellaneous

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;

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

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.

Notification of default

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.

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).

Use of websites

The Borrower shall promptly upon becoming aware of its occurrence notify the Facility Agent if:

the electronic website designated by the Borrower and the Facility Agent (the “Designated Website”) cannot be accessed due to technical failure;

the password specifications for the Designated Website come into existence or change;

any new information which is required to be provided under this Agreement is posted onto the Designated Website;

any existing information which has been provided under this Agreement and posted onto the Designated Website is amended; or

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.

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.

“Know your customer” checks

If:

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;

any change in the status of the Borrower after the date of this Agreement; or

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,

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.

FINANCIAL COVENANTS

Financial definitions

Financial condition

the minimum consolidated Equity shall not be less than IDR 5 trillion;

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;

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

the ratio of aggregate Debt of the Group to Equity of the Group shall not at any time exceed 1.75:1.

Financial testing

GENERAL UNDERTAKINGS

Authorisations

obtain, comply with and do all that is necessary to maintain in full force and effect; and

supply certified copies to the Facility Agent of,

Compliance with laws, etc.

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.

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.

Disposal of Project Property

Disposal of non-Project Property

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.

Paragraph (a) above does not apply to:

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):

any sale, lease, transfer or other disposal of assets in exchange for other assets comparable or superior as to type, value and quality;

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;

any single or series & 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 lndosat’s total assets;

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

any single or series of transactions involving any additional disposal and lease back of lndosat 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 lndosat’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 Borrowers 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.

Change of Business

Insurance

Taxation

Liens

any Lien upon or with respect to any Project Property or assign any right to receive income from any Project Property; and

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.

Merger, Consolidation and Sale of Property

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;

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

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.

Further Assurance

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;

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);

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:

its ability to perform its payment or other material obligations under the Finance Documents; or

the validity, legality, enforceability or admissibility in evidence in Indonesia of any Finance Document; and

(in particular by Bank Indonesia Regulation No. 4/2/PBI/2002 dated 28 March 2002 as amended by Bank Indonesia Regulation ▇▇. ▇/▇ ▇▇▇▇▇▇▇▇ 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:

its ability to perform its payment or other material obligations under the Finance Documents; or

the validity, legality, enforceability or admissibility in evidence in Indonesia of any Finance Document.

Suspension and Relaxation of Certain Covenants

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:

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

Not be subject to Clause 21.5 (Change of Business).

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.

EVENTS OF DEFAULT

Non-payment

its failure to pay any such amount is caused by:

administrative or technical error; or

a Disruption Event; and

payment of such amount is made within five (5) Business Days of its due date.

Financial covenants

30 days of the Facility Agent giving notice to the Borrower; or

30 days of the Borrower becoming aware of the failure to comply.

Other obligations

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)).

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:

within 30 days of the Facility Agent giving notice to the Borrower; or

within 30 days of the Borrower becoming aware of the failure to comply.

Misrepresentation

Cross default

Any Debt of any member of the Group is not paid when due nor within any originally applicable grace period.

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).

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).

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).

Insolvency

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.

The value of the assets of any member of the Group is less than its liabilities (taking into account contingent and prospective liabilities).

A moratorium is declared in respect of any indebtedness of any member of the Group.

Insolvency proceedings

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;

a composition, compromise, assignment or arrangement with any creditor of any member of the Group;

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

enforcement of any Security over any assets of any member of the Group,

Expropriation or similar process

Unlawfulness

Repudiation

Material Licence

the revocation, suspension or termination of any Material Licence; or

the failure of the Borrower to renew or extend, or the expiration, release, surrender or transfer of, any Material Licence.

Material adverse change

Acceleration

cancel the Total Commitments whereupon they shall immediately be cancelled;

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

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.

CHANGES TO THE LENDERS

Assignments and transfers by the Lenders

assign any of its rights; or

transfer by novation any of its rights and obligations, to another bank or financial institution (the “New Lender”),

the New Lender provides to the Borrower a copy of the New Lender’s certificate of domicile; and

the assignment or transfer will not result in there being more than 5 Lenders.

Conditions of assignment or transfer

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.

An assignment will only be effective on:

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

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.

A transfer will only be effective if the procedure set out in Clause 23.5 (Procedure for transfer) is complied with.

Assignment or transfer fee

Limitation of responsibility of Existing Lenders

Unless expressly agreed to the contrary, an Existing Lender makes no representation or warranty and assumes no responsibility to a New Lender for:

the legality, validity, effectiveness, adequacy or enforceability of the Finance Documents or any other documents;

the financial condition of the Borrower;

the performance and observance by the Borrower of its obligations under the Finance Documents or any other documents; or

the accuracy of any statements (whether written or oral) made in or in connection with any Finance Document or any other document,

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:

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;

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

it acknowledges and agrees to the provisions of Clause 23.2 (Conditions of assignment or transfer).

Nothing in any Finance Document obliges an Existing Lender to:

accept a re-transfer from a New Lender of any of the rights and obligations assigned or transferred under this Clause 23; or

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.

Procedure for transfer

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.

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.

On the Transfer Date:

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”);

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;

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

the New Lender shall become a Party as a “Lender”.

Copy of Transfer Certificate to Borrower

Exclusion of Facility Agent’s liability

Authorised signing of Transfer Certificate

Disclosure of information

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;

with (or through) whom that Lender enters into (or may potentially enter into) any subparticipation in relation to, or any other transaction under which payments are to be made by reference to, this Agreement or the Borrower;

to whom, and to the extent that, information is required to be disclosed by any applicable law or regulation or court order;

to its professional advisers, officers, agents or employees; or

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)

Security over Lenders’ rights

any charge, assignment or other Security to secure obligations to a federal reserve or central bank; and

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,

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

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.

No rights for sub-participants

Facility Office

Universal succession (assignments and transfers)

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:

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

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,

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.

CHANGES TO THE BORROWER

ROLE OF THE FACILITY AGENT AND THE ARRANGER

Appointment of the Facility Agent

Each other Finance Party appoints the Facility Agent to act as its agent under and in connection with the Finance Documents.

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.

Duties of the Facility Agent

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.

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.

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.

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.

The duties of the Facility Agent under the Finance Documents are solely mechanical and administrative in nature.

Role of the Arranger

No fiduciary duties

Nothing in this Agreement constitutes the Facility Agent or the Arranger as a trustee or fiduciary of any other person.

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.

Business with the Group

Rights and discretions of the Facility Agent

The Facility Agent may rely on:

any representation, notice or document believed by it to be genuine, correct and appropriately authorised; and

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.

The Facility Agent may assume, unless it has received notice to the contrary in its capacity as Facility Agent for the Lenders that:

no Default has occurred (unless it has actual knowledge of a Default arising under Clause 22.1 (Non-payment)); and

any right, power, authority or discretion vested in any Party or the Majority Lenders has not been exercised.

The Facility Agent may engage, pay for and rely on the advice or services of any lawyers, accountants, surveyors or other experts.

The Facility Agent may act in relation to the Finance Documents through its personnel and agents.

The Facility Agent may disclose to any other Party any information it reasonably believes it has received as agent under this Agreement.

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.

Majority Lenders’ Instructions

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.

Unless a contrary indication appears in a Finance Document, any instructions given by the Majority Lenders will be binding on all the Finance Parties.

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.

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.

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.

Responsibility for documentation

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

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.

Exclusion of liability

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.

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) Ac▇ ▇▇▇▇.

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.

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.

Lenders’ indemnity to the Facility Agent

Resignation of the Facility Agent

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;

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.

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.

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.

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.

Confidentiality

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.

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.

Relationship with the Lenders

Credit appraisal by the Lenders

the financial condition, status and nature of each member of the Group;

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;

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, arrangement or document entered into, made or executed in anticipation of, under or in connection with any Finance Document; and

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.

Facility Agent’s Management Time

Deduction from amounts payable by the Facility Agent

Reference Banks

Anti-money laundering

CONDUCT OF BUSINESS BY THE FINANCE PARTIES

interfere with the right of any Finance Party to arrange its affairs (tax or otherwise) in whatever manner it thinks fit;

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

oblige any Finance Party to disclose any information relating to its affairs (tax or otherwise) or any computations in respect of Tax.

SHARING AMONG THE FINANCE PARTIES

Payments to Finance Parties

the Recovering Finance Party shall, within three (3) Business Days, notify details of the receipt or recovery, to the Facility Agent;

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

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 25.5 (Partial payments).

Redistribution of payments

Recovering Finance Party’s rights

Reversal of redistribution

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

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.

Exceptions

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.

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:

it notified that other Finance Party of the legal or arbitration proceedings; and

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.

PAYMENT MECHANICS

Payments to the Facility Agent

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.

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.

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) 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.

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.

Distributions to the Borrower

Clawback

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.

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.

Partial payments

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:

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;

secondly, in or towards payment pro rata of any accrued interest, fee or commission due but unpaid under this Agreement;

thirdly, in or towards payment pro rata of any principal due but unpaid under this Agreement; and

fourthly, in or towards payment pro rata of any other sum due but unpaid under the Finance Documents.

The Facility Agent shall, if so directed by the Majority Lenders, vary the order set out in paragraphs (a)(ii) to (iv) above.

Paragraphs (a) and (b) above will override any appropriation made by the Borrower.

No set-off by the Borrower

Business Days

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).

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.

Currency of account

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.

Each payment in respect of costs, expenses or Taxes shall be made in the currency in which the costs, expenses or Taxes are incurred.

Any amount expressed to be payable in a currency other than dollars shall be paid in that other currency.

Change of currency

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:

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

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).

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.