Exhibit 4.22
SECOND AMENDMENT
FOR
DEVELOPMENT CONTRACT
PSTN EXCELLENCE REGIONAL
JUNCTION DIVRE-II
BETWEEN
PERUSAHAAN PERSEROAN (PERSERO)
PT TELEKOMUNIKASI INDONESIA, TBK.
AND
CONSORTIUM OLEX-LUCENT-BRIMBUN
NO. PKS.192/HK.820/UTA-00/2002
DATED October 25, 2002
SECOND AMENDMENT
FOR
DEVELOPMENT CONTRACT
PSTN EXCELLENCE REGIONAL
JUNCTION DIVRE-II
BETWEEN
PERUSAHAAN PERSEROAN (PERSERO)
PT. TELEKOMUNIKASI INDONESIA, TBK.
AND
CONSORTIUM OLEX-LUCENT-BRIMBUN
NUMBER : PKS. 192/HK.820/UTA-00/2002
On this TWENTY FIVE day, of OCTOBER year TWO THOUSAND TWO placed at Jakarta,
between the concerned parties:
I. PERUSAHAAN PERSEROAN (PERSERO) PT. TELEKOMUNIKASI INDONESIA, Tbk.,
which has been announced in State Gazette of the Republic of Indonesia
No. 5 dated January 17, 1992, additional State Gazette of the Republic
of Indonesia No. 210, which has been several times changed and its
latest announcement in State Gazette of the Republic of Indonesia No.
45 dated May 4, 2002, supplement to State Gazette of the Republic of
Indonesia No. 5495, having its address at Xxxxx Xxxxxx Xx. 0 Xxxxxxx
00000, in this legal act represent by, XXX XXXXXXXX, HEAD OF
DEVELOPMENT DIVISION, based on the Power of Attorney of President
Director Number : X.XXX. 107/HK510/UTA-00/02 dated 15 August 2002,
hereinafter referred to as TELKOM.
II. CONSORTIUM OLEX - LUCENT - BRIMBUN, a consortium formed by Notaries
Deed No. 9 dated 14th December 2001, in front of Notary Xxxxx Xxxxx,
SH, SE, MM., having its address at Wisma Bisnis Indonesia 15th Floor,
Xx. Xxxxxx X. Xxxxxx Xxx. 00, Xxxxxxx-00000 whereas in this legal act
to be represented by XXXXXX XXXXXXX, as President Director of PT. Olex
Cables Indonesia,
1
CONSORTIUM OLEX - LUCENT - BRIMBUN consist of:
PT. OLEX CABLES INDONESIA, having its address at Wisma Bisnis Indonesia
15th Floor, Jakarta, as CONSORTIUM LEADER, hereinafter referred to as
OLEX.
PT LUCENT TECHNOLOGIES INDONESIA, having its address at Tifa Building
3th Floor, Jakarta, as CONSORTIUM MEMBER, hereinafter referred to as
LUCENT.
PT. BRIMBUN RAYA INDAH, having its address at Jakarta Barat, as
CONSORTIUM MEMBER, hereinafter referred to as BRIMBUN.
hereinafter all together in this Amendment referred to as PARTNER.
Considering the under mentioned as follows:
a. whereas, TELKOM and PARTNER has been bound each other in Development
Contract PSTN Excellence Regional Junction DIVRE II Number :
PKS.14/HK810/UTA-00/2002 dated 8 February 2002, hereinafter referred to
as "MAIN CONTRACT";
b. whereas, TELKOM and PARTNER has changed some articles in the Main
Contract as described in First Amendment for Development Contract PSTN
Excellence Junction Divre-II Number : PKS.155/HK820/UTA-00/2002 dated
22 August 2002, hereinafter referred to as "FIRST AMENDMENT";
c. whereas, PARTNER has submitted the Performance Bond for PSTN Excellence
Regional Junction Divre-II Project to TELKOM dated 19 September 2002
(ATTACHMENT II);
d. whereas, TELKOM has decided that the Work shall be effective as
described in the letter Number : Tel. 144/TK000/PEM-40/2002 dated 16
September 2002 (ATTACHMENT III);
2
e. whereas, TELKOM and PARTNER has implemented Pre - Design Review Meeting
(Pre-DRM) as described in ATTACHMENT XIII;
f. whereas TELKOM and PARTNER has implemented Pre - Design Review
Meeting (Pre-DRM) as described in ATTACHMENT XIV;
g. whereas, TELKOM has agreed that the Work price based on the result of
DRM as stated in letter Number : TEL606/LG270/PRM-00/2002 dated October
21, 2002 (ATTACHMENT I);
Now, therefore, in consideration on the above mentioned, TELKOM and PARTNER
agree to amend some articles in the Main Contract and First Amendment subject to
the following terms and conditions:
ARTICLE 1
To amend letter a. and delete letter f. sub-article (2) Article 2 (Scope of
Work) of the Main Contract, become the following condition :
a. Implementation of PSTN Excellence Junction DIVRE -II in accordance with
the result of survey, design and Design Review Meeting (DRM) as
specified in ATTACHMENT XIV of this Amendment, which in principal,
consists of development of System RINGs and other work:
1) RING X,
2) RING Y,
3) RING 1,
4) RING 2,
5) RING 3,
6) RING 4,
7) RING 5,
8) RING 6,
9) RING 7,
10) RING 8,
11) RING 9,
12) RING 10,
13) RING 11
14) RING 12
15) RING 13
3
16) RING 14
17) RING 15
18) Training (SDH & DXC)
19) Network Management Systems (NMS)
20) Spare
21) Supporting Facilities
ARTICLE 2
To amend sub-article (1) and (2) Article 3(Contract Amount) of the Main
Contract, become the following condition:
(1) Value of WORK for this Amendment is amounting US $ 26,240,958.85
(TWENTY SIX MILLION, TWO HUNDRED FORTY THOUSAND, NINE HUNDRED FIFTY
EIGHT AND EIGHTY FIVE CENTS US DOLLARS) and Rp. 110.762.409.000,- (ONE
HUNDRED AND TEN BILLION, SEVEN HUNDRED AND SIXTY TWO MILLION, FOUR
HUNDRED AND NINE THOUSAND RUPIAH) EXCLUDING 10% VAT, consists of:
US D IDR US D IDR
SEBELUM SEBELUM PPn SESUDAH SESUDAH PPn
NO (SCOPE OF WORK) PPn 10% 10% PPn 10% 10%
-- --------------------- ------------- ---------------- ------------- -----------------
1 Ring X 8,177,564.39 21,808,724,500,- 8,995,320.83 00.000.000.000,-
2 Ring Y 4,204,047.86 00.000.000.000,- 4.624.452,64 21.871.806.880,-
3 Ring l 2,754,164.26 00.000.000.000,- 3,029,580.69 00.000.000.000,-
4 Ring 2 1,134,022.00 2.330.941.700,- 1,247,424.20 2.564.035.870,-
5 Ring 3 1,105,277.00 2.406.408.500,- 1.215.804,70 2.647.049.350,-
6 Ring 4 1,755,768.00 3.119.467.500,- 1.931.344.80 3.431.414.250,-
7 Ring 5 1,439,308.62 00.000.000.000,- 1,583,239.49 00.000.000.000,-
8 Ring 6 318,340.00 1.046.903.200,- 350,174.00 1.151.593,520,-
9 Ring 7 480,409.00 2.380.266.900,- 528,449.90 2.618.293.590,-
10 Ring 8 51,122.86 1.003.281.100,- 56,235.15 1.103.609.210,-
11 Ring 9 286,296.00 1.009.257.500,- 314,925.60 1.110.183.250,-
12 Ring 10 242,580.42 1.630.089.300,- 266,838.46 1.793.098.230,-
13 Ring 11 526,171.29 1.448.933.100,- 578,788.42 1.593.826.410,-
14 Ring 12 345,060.11 1.946.302.900,- 379,566.12 2.140.933.190,-
15 Ring 13 264,170.24 1.528.089.700,- 290,587.27 1.680.898.670,-
16 Ring 14 500,096.63 5.897.287.300,- 550,106.29 6.487.016.030,-
17 Ring 15 760,960.16 7.766.009.900,- 837,056.17 8.542.610.890,-
18 Training SDH 118,394.00 130,233.40
19 Training DXC 312.000.000,- 343.200.000,-
20 NMS 1,364,093.00 4.602.492.100,- 1,500,502.30 5.062.741.310,-
21 Spare 413,113.00 55.459.600,- 454,424.30 61.005.560,-
22 Supporting Facilities 186.300.200 204.930.220,-
------------- --------------- ------------- ---------------
TOTAL PROYEK 26,240,958.85 110.762.409.000, 28,865,054.73 121.838.649.900
------------- --------------- ------------- ---------------
4
(2) Value of WORK for this Amendment is ON SITE price basis and LANDED COST,
includes fee for delivery of GOODS and SERVICES under PARTNER'S
responsibility, also includes packing fee, freight, insurance, Taxes,
Stamp-duty, and other duties in accordance with Government Rules as
specified in detailed in ATTACHMENT XI of this Amendment.
ARTICLE 3
To amend sub-article (1) and add 1 (one)sub-article, become sub-article (2) of
Article 4 (Contract Implementation Period) of the Main Contract, become the
following condition:
(1) TELKOM and PARTNER agree to implement the WORK under the main Contract,
First Amendment and this Amendment, based on schedule as specified in
ATTACHMENT IV, which finalization of the Work as summarized below:
NO SCOPE OF WORK FINISH
-- ------------- ------
1 Ring X 27 Desember 2002
2 Ring Y 26 Maret 2003
3 Ring 1 27 Juni 2003
4 Ring 2 22 Agustus 2003
5 Ring 3 22 Agustus 2003
6 Ring 4 7 November 2003
7 Ring 5 18 Juli 2003
8 Ring 6 19 Desember 2003
9 Ring 7 9 Januari 2004
10 Ring 8 14 November 2003
11 Ring 9 20 Februari 2004
12 Ring 10 20 Februari 2004
13 Ring 11 20 Februari 2004
14 Ring 12 12 Maret 2004
15 Ring 13 19 Maret 2004
16 Ring 14 19 Maret 2004
17 Ring 15 19 Maret 2004
18 Training SDH 25 Juni 2003
19 Training DXC 22 Januari 2003
20 NMS 31 Maret 2003
21 Spare 26 Maret 2004
22 Supporting Facilities 20 November 2002
5
a. Acceptance test and integration of WORK to existing equipment in
accordance with agrred test procedure by both parties as specified in
ATTACHMENT XIV this Amendment.
(2) The completion of the whole work as described in sub-article (1) of this
Article is stated by signing of documents as follows:
a. Provisional Acceptance Certificate (PAC), for acceptance of each RING
system, Network or Management System (NMS) or Supporting Facilities,
b. Provisional Acceptance Certificate (PAC) for acceptance of Spare,
c. Completion Certificate of Training.
ARTICLE 4
To amend letter c. sub-article (1) Article 1 and letter a. sub-article (2)
Article 5 (Right and Obligation) of the Main Contract, become the following
condition:
(1) c. To make the payment of the development in accordance with Article 2 of
this Amendment.
(2) a. To receive the payment of the development in accordance with Article 2
of this Amendment.
c. To conduct a training for TELKOM's employees as specified in
ATTACHMENT VIII of this Amendment in which the training cost has
already included in this Contract.
ARTICLE 5
To amend sub-article (7) Article 6 of the First Amendment, become the following
condition :
(7) Should TELKOM fail to settle the payment as specified in sub-article (2) of
this Amendment, then TELKOM will be charged with on interest rate 17 %
(seventeen percent) per year of the price excluding VAT 10 % of the delayed
payment of the
6
RING, Network Management System (NMS), Training, Spare or Supporting
Facilities, total amount of this charged shall not exceed 5 % (five
percent).
ARTICLE 6
To amend letter a. Article 7 (Conditions for Implementation Development) of the
Main Contract, become the following condition :
a. Technical Specificationsn aand TELKOM's requirements according to
ATTACHMENT X of this Amendment.
ARTICLE 7
To amend sub-article (2) Article 8 (Acceptance Test) of the Main Contract,
become the following condition:
(2) Acceptance Test will be conducted in accordance with agreed procedure and
measurement / parameter as specified in ATTACHMENT XIV of this Amendment.
TELKOM will issue the Provisional Acceptance Test based on good and
acceptable result.
ARTICLE 8
To amend sub-article (1) Article 11 (Warranty Period) of the Main Contract,
become the following condition:
(1) Warranty Period of the WORK for each RING, Network Management System (NMS)
or Supporting Facilities under the Main Contract, First Amendment and this
Amendment is 1 (one) year from signing date of Provisional Acceptance Test
(PAC).
ARTICLE 9
To amend sub-article (1), delete sub-article (3), amend sub-article (4), and
amend letters a, d, e, sub-article (5) Article 18 (Payment) of the Main
Contract, become the following condition:
7
(1) Payment will be made by TELKOM CQ. GM AREA II DIVPEM after each RING as
specified in sub-article (1) Article 3 of this Amendment has been completed
and will be operated, also after the issuance of PAC for relevant RING,
Network Management System (NMS) or Supporting Facilities which has been
completed, and PAC for Spare and Completion Certificater of Training as
specified in ATTACHMENT IV of this Amendment.
(4) In accordance with PARTNER'S request as specified in ATTACHMENT VI of this
Amendment, payment as specified In Article 2 of this Amendment shall be
made by TELKOM cq, Divpem via Corporate Office's account to PARTNER by
telegraphic transfer through :
a. BANK ACCOUNT, on behalf OF:
PT Olex Cables Indonesia
Account No. : 102-0102001309 (IDR)
Bank name : Bank Mandiri
Address : Sub - Jakarta Sudirman
Account No. : 070-0002156268 (USD)
Bank name : Bank Mandiri
Address : Plaza Mandiri Branch
Jakarta
b. Bank Account, on behalf of:
PT LucentTechnologies Network Systems
Indonesia
Account No. : 103248035 (IDR)
103248515 (USD
Bank Name : CITIBANK
Address : Landmark, Jakarta
c. Bank Account, on behalf of:
PT Brimbun Raya Indah
Account No : 60.000001420.001 (IDR)
Bank Name : BNI
Address : Dukuh Bawah Branch
Jakarta
In accordance with the payment amount belongs to the right of the names above,
where the bank transfer fee shall be imposed to the names above by auto
deduction from the paid amount as specified in ATTACHMENT V and XI of this
Amendment.
8
In the event that each name changes the Bank and Bank Account, they should
report it in written to TELKOM cq. KA DIVPEM cq. Kabid Adkug Divpem.
(5) a. 1 (one) Original and 2 (two) copies Simple Receipt;
d. 1 (one) copy of Quality Assurance Guarantee for relevant RING, or
Network Management System (NMS) or Supporting Facilities.
e. 1 (satu) Original and 3 (three) copies PAC for relevant RING, or
Network management System (NMS) or Supporting facilities, PAC for
Spare or Completion Certificate for Training;
ARTICLE 10
To amend sub-article (1) Article 19 (Taxes and Duties) of the Main Contract,
become the following condition :
(1) CONTRACT amount as mentioned in sub-article (1) Article 2 of this Amendment
EXCLUDING VAT 10 %.
ARTICLE 11
To amend sub-article (1) Article 7 of the First Amendment, become the fallowing
condition :
(1) PARTNER shall submit. Performance Guarantee issued by an Indonesia State
Owned Bank or a reputable International Bank or Lost Insurance Company
amounting 5 % (five percent) of total WORK amount to TELKOM cq. KABID ADKUG
DIVPEM:
ARTICLE 12
To amend sub-article (1) Article 21 (Quality Assurance Guarantee) of the main
Contract, become the following condition:
9
(1) PARTNER is responsible to submit Maintenance Guarantee Bond to TELKOM
cq. Kabid Adkug DIVPEM issued by an Indonesian State Owned Bank or a
reputable International Bank amounting 5 % (five percent) excluded VAT
10 % of the RING, Network Management System or Supporting Facilities
which has been completed totally, and having validity for 1 (one) year
after signing date of Provisional Acceptance Certificate (PAC).
ARTICLE 13
TELKOM and PARTNER agree to amend sub-article (1) and (3), and delete
sub-article (2) Article 22 (Insurance) of the Main Contract, become the
following condition:
(1) PARTNER is responsible to cover all risks of delivery, storage and
installation of GOODS and SERVICES until the issuance of PAC for and on
behalf of TELKOM as beneficiary.
(3) At the time of submission of payment, copy of Insurance Policy or Cover
Note should be attached.
ARTICLE 14
To add 1 (one) sub-article in Article 23 (Quality Assurance) of the Main
Contract, shall be sub-article (5), become the following condition:
(5) PARTNER is responsible to submit a Statement for all guarantee as
specified in sub-article (1), (2), (3), and (4) Article 23 of the main
Contract to TELKOM cq. KADIVPEM.
ARTICLE 15
To amend sub-article (1) Article 38 (Penalty) of the Main Contract, become the
following condition:
(1) In case PARTNER could not complete the WORK per RING, Network
Management System, Spare, Training or Supporting Facilities as its
obligation in accordance with
10
the implementation schedule as specified in Article 3 of this
Amendment, then PARTNER will be penaltized 10/00 (one per thousand) per
day of the delayed work. However, total amount of this penalty shall
not exceed 5 % (five percent.)
ARTICLE 16
To delete Article 30 (System Support) of the Main Contract.
ARTICLE 17
All attachment as follows shall be an unity that could not be separated of this
Amendment, consist of:
Attachment I :
TELKOM'S approval letter
Attachment II:
Performance Guarantee
Attachment III:
TELKOM's Letter of Intent
Attachment IV :
Time Schedule
Attachment V
Disbursement Schedule
Attachment VI :
OLB'S Letter
Attachment VII :
Minutes of Meeting of Clarification and Negotiation of New Item
Attachment VIII :
Training Document
Attachment IX :
Specimen of Signature
Attachment X :
Scope of Work
Attachment XI :
Price Table
11
Attachment XII :
Site Survey Report
Attachment XIII:
Result of Pre-DRM
Attachment XIV:
Result of DRM
ARTICLE 18
(1) This Amendment shall be effect as of the date after signing by both
parties.
(2) Articles and / or Attachments of the Main Contract and First Amendment
which are not amended by this Amendment, shall remain prevail and
legally binding by both parties.
(3) Copy from this Original Amendment was made in 25 (twenty five) copies
by PARTNER on PARTNER's own cost for the purpose of supervision of
implementation and others.
PT. TELEKOMUNIKASI INDONESIA, Tbk, KONSORSIUM
OLEX-LUCENT-BRIMBUN,
/s/ Xxx Xxxxxxxx
---------------- [STAMP]
XXX XXXXXXXX /s/ Xxxxxx Xxxxxxx
------------------------ ------------------
KEPAL DIVISI PEMBANGUNAN
XXXXXX XXXXXXX
-------------------
PIMPINAN KONSORSIUM
12
