EXHIBIT 4.43
SUMMARY
TERMS AND CONDITIONS
PT TELEKOMUNIKASI INDONESIA (PERSERO) TBK ("TELKOM")
RP1,125,000,000,000 MEDIUM TERM NOTES
1. Type of Offering
The first issue (the "Offering") of non-secured domestic medium term notes in
2002 (the "Notes") by Telkom. The Notes are privately placed to limited to the
Institutional Investors, and not listed in any stock exchanges.
2. Date of Issuance of the Notes
The Notes were issued on 15 December 2004.
3. Amount of Issuance, Denomination and Issue Price
The Notes are issued in non-secured, scripless form. Telkom will only issue
global certificate as evidence of registering the Notes in the PT Kustodian
Sentral Efek Indonesia ("KSEI") as the central custodian
The total amount of issuance is Rp1,125,000,000,000, which consist of 4 series
of Notes with the principal amount of each series are:
o Series A is Rp 290.000.000.000
o Series B is Rp 225.000.000.000
o Series C is Rp 145.000.000.000
o Series D is Rp 465.000.000.000
Denomination of the Notes is Indonesian Rupiah. The Notes are issued at
Rp5,000,000,000 per unit, and offered at 100% of the principal amount. The Notes
are exchanged through electronic system operated by KSEI.
4. Term of the Bonds and Redemption
The maturity dates of the each Series of the Notes are as follows
o Series A on 15 June 2005
o Series B on 15 December 2005
o Series C on 15 June 2006
o Series D on 15 June 2007
Telkom shall fully repay the principal at once in cash on the above maturity
dates through KSEI, which acts as paying agent for the Notes.
5. Interest
The interest will be payable on the Notes on the following dates:
o 15 June 2005;
o 15 December 2005;
o 15 June 2006; and
o 15 December 2006
o 15 June 2007
The interest rates per annum of each series are fixed rates as follows:
o Serie A is at the rate of 7.70 %;
o Serie B is at the rate of 7.95 %;
o Serie C is at the rate of 8.20 %;
o Serie D is at the rate of 9.40 %;
KSEI as paying agent will perform the payment of interest to the Note holders on
behalf of Telkom.
6. Security
No security is provided to secure Telkom's obligations under the Notes. The Note
holders will have right to claim over Telkom asset pari passu to other unsecured
creditors.
7. Use of Proceed
The proceed of the Notes will be used (after deduction of socct of issue) by
Telkom to refinance its outstanding debt of ex- PT Ariawest Indonesia.
8. Covenants
Telkom shall not, without prior approval of Majority Noteholders, take certain
action, among others, (i) to encumber, pledged or charged any part of its assets
with certain exception; (ii) provide, or to cause the subsidiaries to provide,
corporate guarantee to any thir party, except corporate guarantee to be provided
for the obligation of subsidiaries, or the purpose of tender or acquiring asset
through export credit etc; (iii) to merge or consolidate with other companies
which cause material adverse effect to operation and financial of Telkom; (iv)
to dispose assets which is in aggregate more than 5% percent of net fixed asset.
Telkom is required at any time during the life of the Notes to maintain certain
financial ratios, namely:
o Debt Service ratio of not less than 1.5 to 1
o Debt Equity ratio of not more than 2 to 1; and
o Debt to EBITDA ratio of not more than 3 to 1.