DEED OF AMENDMENT Dated 24 February 2009 between PT INDOSAT TBK as Borrower and PT BANK DBS INDONESIA acting as Facility Agent relating to the FACILITY AGREEMENT DATED 12 JUNE 2008
Exhibit 15.19
DEED OF AMENDMENT
Dated 24 February 2009
between
as Borrower
and
PT BANK DBS INDONESIA
acting as Facility Agent
relating to the
FACILITY AGREEMENT DATED 12 JUNE 2008
CONTENTS
| Clause |
Page | |||
| 1. |
Definitions And Interpretation |
1 | ||
| 2. |
Representations |
1 | ||
| 3. |
Amendment |
1 | ||
| 4. |
Continuity |
2 | ||
| 5. |
Miscellaneous |
2 | ||
| 6. |
Governing Law |
2 | ||
| Schedule 1 AMENDMENTS TO THE ORIGINAL FACILITY AGREEMENT |
3 | |||
THIS DEED is made on 24 February 2009
BETWEEN
| (1) | PT INDOSAT TBK (the “Borrower”); and |
| (2) | PT BANK DBS INDONESIA as agent of the Finance Parties (the “Facility Agent”). |
WHEREAS
| (A) | A US$450,000,000 facility agreement (the “Original Facility Agreement”) dated 12 June 2008 was made between, inter alia, PT Indosal Tbk as borrower, ING Bank N.V. and DBS Bank Ltd. as Arranger and PT Bank DBS Indonesia as Facility Agent. |
| (B) | The parties hereto have agreed to enter into this Deed in relation to the Amendments. |
NOW THIS DEED WITNESSES as follows:
| 1. | DEFINITIONS AND INTERPRETATION |
| 1.1 | Definitions |
| In this Deed, “Amendments” means the amendments to the Original Facility Agreement set out in Schedule 1 to this Deed. |
| 1.2 | Incorporation of defined terms |
| (a) | Unless a contrary indication appears, a term defined in or incorporated by reference in the Original Facility Agreement has the same meaning in this Deed. |
| (b) | The principles of construction set out in the Original Facility Agreement shall have effect as if set out in this Deed mutatis mutandis. |
| 1.3 | Clauses |
| In this Deed, any reference to a “Clause” or “Schedule” is, unless the context otherwise requires, a reference to a Clause of or a Schedule to this Deed. |
| 1.4 | Designation |
| Each of the Borrower and the Facility Agent designates this Deed as a Finance Document. |
| 2. | REPRESENTATIONS |
| The Repeating Representations are deemed to be made by the Borrower (by reference to the facts and circumstances existing on the date of this Deed) on the date of this Deed as if any reference therein to the Original Facility Agreement or any Finance Document included a reference to this Deed. |
| 3. | AMENDMENT |
| The Original Facility Agreement shall, with effect from the date of this Deed, be amended as set out in Schedule 1 (Amendments to the Original Facility Agreement). |
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| 4. | CONTINUITY |
| Save as otherwise amended by this Deed, the provisions of the Original Facility Agreement shall continue in full force and effect. |
| 5. | MISCELLANEOUS |
| 5.1 | Incorporation of terms |
| The provisions of Clause 16 (Costs and Expenses), Clause 29 (Notices/Communications), Clause 36.1 (Jurisdiction) and Clause 36.2 (Service of process) of the Original Facility Agreement shall be incorporated into this Deed as if set out in full in this Deed mutatis mutandis and as if any reference therein to “this Agreement” are references to this Deed and as if any reference in any of those clauses to “any Finance Document” included a reference to this Deed. |
| 5.2 | Counterparts |
| This Deed may be executed in any number of counterparts, and this has the same effect as if the signatures on the counterparts were on a single copy of this Deed. |
| 6. | GOVERNING LAW |
| This Deed shall be governed by, and construed in accordance with, English law. |
IN WITNESS WHEREOF this Deed has been executed as a deed by the parties hereto and is intended to be and is hereby delivered by the parties hereto as a deed on the day and year first before written.
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SCHEDULE 1
AMENDMENTS TO THE ORIGINAL FACILITY AGREEMENT
| 1. | Clause 1.1 (Definitions) |
| (a) | The term “Debt” is revised and amended to read as follows: |
| “Debt” means, with respect to any person on any date of determination (without duplication): |
| (a) | the principal of and premium (if any) in respect of debt of such person for money borrowed and debt evidenced by notes, debentures, bonds or other similar instruments for the payment of which such person is responsible or liable which in any such case, bears interest or on which interest accrues; and |
| (b) | all obligations of such person in relation to procurement payables constituting accounts payable to such person’s suppliers: |
| (i) | which bear interest or on which interest accrues; and |
| (ii) | payment for such accounts payable is due more than six (6) months after the date of invoice |
| but, in relation to any member of the Group, deducting all indebtedness advanced by any (direct or indirect) shareholder of the Borrower to such member of the Group which is subordinated to any indebtedness falling under (a) or (b) above. |
| (b) | The term “EBITDA” is revised and amended to read as follows: |
| “EBITDA” means, for any period, an amount equal to the sum of operating income (calculated before finance costs, taxes, non-operating income or expenses and extraordinary and exceptional items) plus depreciation and amortisation and, in the case of any testing or calculation of the ratio of aggregate Debt of the Group to EBITDA of the Group referred to in Clause 19.2(i), after giving pro forma effect to any material acquisition or disposal of assets or businesses as if such acquisition or disposal had occurred on the first day of such period. |
| (c) | The term “Equity” is revised and amended to read as follows: |
| “Equity” means total assets less total liabilities, where total liabilities exclude all indebtedness advanced by any (direct or indirect) shareholder of the Borrower to any member of the Group which is subordinated to any Debt. |
| 2. | Clause 19.2(iii) (Financial condition) |
| Clause 19.2(iii) is revised and amended to read as follows: |
| “(iii) | the ratio of aggregate Debt of the Group to Equity of the Group shall not at any time exceed 2.5:1” |
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EXECUTION
THE BORROWER
Executed as a Deed by:
| By: |
| |||
| Authorised Signatory |
| |||
| Name: |
Xxxxxx Swandi Sjam |
|||
| President Director |
||||
Signature page to Deed of Amendment with PT Bank DBS Indonesia
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THE FACILITY AGENT
Executed as a Deed by:
PT BANK DBS INDONESIA
| By: |
|
By: |
| |||||
| Name: |
Xxxxxx Xxxxxxxxxx |
Name: |
Xxxxxx Sari Thamrin | |||||
| Head of Securities Services |
Head of Agency Services, Securities Services |
Signature page to Deed of Amendment with PT Bank DBS Indonesia
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