Adaro Energy Annual Report 2008 www.adaro.com
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Financial Report Corporate Social Responsibility
PT ADARO ENERGY Tbk Schedule 541
FORMERLY PT PADANG KARUNIA AND SUBSIDIARIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
31 DECEMBER 2008 AND 2007 Expressed in million Rupiah, unless otherwise stated
23. LONG-TERM BANK LOANS continued
The interest rates on the long-term bank loans are as follows:
2008 2007
Rupiah 6.9
15.5 - 19 US Dollars
3.3 - 6.5 7.5 - 16.9
a. DBS Bank Ltd syndicated loan
On 2 November 2007, Adaro and Coaltrade, as the Borrowers, entered into a syndicated loan facility agreement with several foreign banks the “Lenders”, DBS Bank Ltd, Standard Chartered Bank Singapore branch, Sumitomo Mitsui Banking
Corporation Singapore branch “SMBC”, The Bank of Tokyo-Mitsubishi UFJ Ltd Singapore branch and United Overseas Bank Ltd Singapore and Labuan branch, wherein DBS Bank Ltd acts as the facility agent. Based on the agreement, the
Lenders agreed to grant bank loan facilities of US750 million with a maturity date of December 2012 of which Adaro and Coaltrade obtained facilities of US550 million and US200 million, respectively. These facilities consist of a term loan facility
of US650 million and a revolving loan facility of US100 million with interest rates at LIBOR plus a certain percentage. These facilities were used to refinance the New Mezzanine Facility, the New Senior Facility and Notes.
The term loan facility is payable quarterly with the first installment on 7 March 2008. The remaining payment schedule for the outstanding term loan is as follows:
Year Adaro
Coaltrade Total
US US
US
2009 36,536,000
13,464,000 50,000,000
2010 36,536,000
13,464,000 50,000,000
2011 116,925,391
43,074,609 160,000,000
2012 175,389,686
64,610,314 240,000,000
365,387,077 134,612,923
500,000,000 The revolving loan facility shall be paid in full on 7 December 2010, at which point Adaro and Coaltrade will have an option to
extend the facility up to 7 December 2012. In September 2008, the Borrowers made partially repayment amounting to US100,000,000 for the term loan facility from the
funds earned from the IPO. As at 31 December 2008, the outstanding balances of this loan facility for Adaro and Coaltrade were US440,387,077 and US159,612,923, respectively 2007: US550,000,000 and US nil.
The Company, ATA, IBT, Biscayne, Arindo Holdings, Viscaya and the Borrowers collectively hereinafter referred to as the “Guarantors”, act as the guarantors of the syndicated loan.
In accordance with the loan agreement, the Borrowers are required to maintain certain financial ratios. The significant terms and conditions of the syndicated loan are as follows:
- IBT, Adaro and Coaltrade the “Primary Operating Companies” are not allowed to assign any or part of their assets,
dispose of any of their receivables on recourse terms and enter into any ar rangement under which money or the benefit of a bank or other account may be applied, set off or made subject to a combination of accounts;
- The Borrowers must ensure that no substantial change is made to the general nature of the business of the Primary
Operating Companies; -
No Borrower or Guarantor may enter into any merger, consolidation, amalgamation or reconstruction other than a Permitted Reorganisation, Permitted IPO or any merger, consolidation and amalgamation where the resulting entity
becomes a Borrower or a Guarantor. A Permitted IPO is defined as an initial public offering on the Indonesian Stock Exchange or in any internationally reputable stock exchange which results in a certain amount of net proceeds at
minimum. Permitted Reorganisation is defined as any reorganisation that does not result into any change of control;
- The Primary Operating Companies may not acquire or subscribe for shares or other ownership interests or securities of
any company; acquire any business; or incorporate any company, unless this is done pursuant to the a Permitted Reorganisation or a Permitted IPO or the acquisition is on a basis of non -recourse to Primary Operating Companies or
the acquired entity becomes one of the Primary Operating Companies bound by the restrictions as applicable to the Primary Operating Companies;
- The Primary Operating Companies may not act as creditors for their customers except for the trade credit extended on
normal commercial terms and in the ordinary course of the business; -
The Primary Operating Companies may not redeem, purchase, retire or repay any of its shares or share capital; issue any shares or instrument convertible into shares which by their terms are redeemable or carry any right to a return; or
issue any shares or share capital to any person other than a Guarantor or a wholly-owned subsidiary of a Guarantor, unless certain conditions are satisfied;
