Contract
Exhibit 4.12
Pico Sharing Agreement between PT Indosat Tbk (“Indosat”) and PT XL Axiata Tbk (“XL”) No. Indosat: 1971/AF0-AFAA/LGL/12 – No. XL: 0423-12-BSS-ISAT dated December 14, 2012.
The Parties:
| 1. | PT Indosat Tbk; and |
| 2. | PT XL Axiata Tbk |
Scope of the Agreement:
| 1. | Mutually utilize the parties’ respective indoor network equipment and capacity with the lease scheme, which consist of: |
| • | TRX : 2 units; |
| • | Combiner : 1 unit; |
| • | Transmission Capacity; and |
| • | BSC (Base Station Controller) /RNC (Radio Network Controller) Capacity. |
| 2. | The Site Owner is responsible for obtaining and maintaining permits required to build the owner/multi-operator vendor. |
| 3. | Equal sharing of payment obligation for any amount payable by the Site Owner to the multi operator vendor specifically to allow the Site Owner to use the multi operator vendor’s telecommunication indoor infrastructure; |
| 4. | Each Pico Site has its own individual site lease term as stated in the Commercial Acceptance Certificate. |
Lease Prices:
| 1. | Grading system charges: |
| • | 1st grade : airport, premium shopping mall; |
| • | 2nd grade : regular mall, convention center, four star hotel, hospital, department store, university; and |
| • | 3rd grade : three star and below hotel, apartment building, school, office, entertainment center. |
| 2. | Service Charges will be paid quarterly by the Capacity User to the Site Owner; |
| 3. | Prices |
| • | Region 1 : Java and Bali |
| Price Cell Per Category and Number of Antenna (“Price Cell”) |
Pico cell Site Grading | |||||||||||
| Category 1: Airport, Premium Shopping Mall |
Category 2: Mall, Convention Center, Hotel ³4 star, Hospital, Department Store, University |
Category 3: Hotel 3 star and below, Apartment Building, School, Office Building, Entertainment |
||||||||||
| <40 |
IDR 15,100,000 | IDR 14,400,000 | IDR 13,800,000 | |||||||||
| 40-69 |
IDR 19,900,000 | IDR 17,100,000 | IDR 14,700,000 | |||||||||
| 70-99 |
IDR 22,600,000 | IDR 19,900,000 | IDR 17,600,000 | |||||||||
| 100-149 |
IDR 25,000,000 | IDR 24,000,000 | IDR 23,000,000 | |||||||||
| 150-199 |
IDR 30,600,000 | IDR 29,900,000 | IDR 29,200,000 | |||||||||
| 200-249 |
IDR 36,500,000 | IDR 34,600,000 | IDR 32,800,000 | |||||||||
| 250-299 |
IDR 46,300,000 | IDR 41,400,000 | IDR 37,000,000 | |||||||||
| 300-349 |
IDR 47,400,000 | IDR 42,100,000 | IDR 39,100,000 | |||||||||
| 350-399 |
IDR 48,100,000 | IDR 44,700,000 | IDR 41,500,000 | |||||||||
| >400 |
IDR 50,800,000 | IDR 48,000,000 | IDR 45,400,000 | |||||||||
| • | Region 2 : Jabotabek (plus 10% of Java & Bali) |
| Price Cell Per Category and Number of Antenna (“Price Cell”) |
Pico cell Site Grading | |||||||||||
| Category 1: Airport, Premium Shopping Mall |
Category 2: Mall, Convention Center, Hotel ³4 star, Hospital, Department Store, University |
Category 3: Hotel 3 star and below, Apartment Building, School, Office Building, Entertainment |
||||||||||
| <40 |
IDR 16,700,000 | IDR 15,900,000 | IDR 15,200,000 | |||||||||
| 40-69 |
IDR 21,900,000 | IDR 18,900,000 | IDR 16,200,000 | |||||||||
| 70-99 |
IDR 24,900,000 | IDR 21,900,000 | IDR 19,400,000 | |||||||||
| 100-149 |
IDR 27,500,000 | IDR 26,400,000 | IDR 25,300,000 | |||||||||
| 150-199 |
IDR 33,700,000 | IDR 32,900,000 | IDR 32,200,000 | |||||||||
| 200-249 |
IDR 40,200,000 | IDR 38,100,000 | IDR 36,100,000 | |||||||||
| 250-299 |
IDR 51,000,000 | IDR 45,600,000 | IDR 40,700,000 | |||||||||
| 300-349 |
IDR 52,200,000 | IDR 46,400,000 | IDR 43,100,000 | |||||||||
| 350-399 |
IDR 53,000,000 | IDR 49,200,000 | IDR 45,700,000 | |||||||||
| >400 |
IDR 55,900,000 | IDR 52,800,000 | IDR 50,000,000 | |||||||||
| • | Region 3 : Others (subtract 5% of Java & Bali) |
| Price Cell Per Category and Number of Antenna (“Price Cell”) |
Pico cell Site Grading | |||||||||||
| Category 1: Airport, Premium Shopping Mall |
Category 2: Mall, Convention Center, Hotel ³4 star, Hospital, Department Store, University |
Category 3: Hotel 3 star and below, Apartment Building, School, Office Building, Entertainment |
||||||||||
| <40 |
IDR 14,400,000 | IDR 13,700,000 | IDR 13,100,000 | |||||||||
| 40-69 |
IDR 18,900,000 | IDR 16,300,000 | IDR 14,000,000 | |||||||||
| 70-99 |
IDR 21,500,000 | IDR 18,900,000 | IDR 16,700,000 | |||||||||
| 100-149 |
IDR 23,800,000 | IDR 22,800,000 | IDR 21,800,000 | |||||||||
| 150-199 |
IDR 29,100,000 | IDR 28,400,000 | IDR 27,700,000 | |||||||||
| 200-249 |
IDR 34,700,000 | IDR 32,900,000 | IDR 31,100,000 | |||||||||
| 250-299 |
IDR 44,000,000 | IDR 39,300,000 | IDR 35,100,000 | |||||||||
| 300-349 |
IDR 45,000,000 | IDR 40,000,000 | IDR 37,100,000 | |||||||||
| 350-399 |
IDR 45,700,000 | IDR 42,500,000 | IDR 39,400,000 | |||||||||
| >400 |
IDR 48,200,000 | IDR 45,600,000 | IDR 43,200,000 | |||||||||
| 4. | Site Imbalance |
| • | If a Party (“Party A”) is providing more than 55% of the total number of Pico cell Sites within grading, then the other Party (“Party B”) shall pay a Site Imbalance charge to Party A. |
| • | Site Imbalance Charges are 20% of the normal charges. |
Period of Agreement:
This Agreement will be in effect for five (5) years beginning in 2012. The agreement will be renewed automatically for a further period of five (5) years unless a Party issues a written notice to the other Party no less than six (6) months before the expiry of the Agreement.
Other Terms:
| 1. | This is a non-exclusive agreement; |
| 2. | The total liability of a Party, whether in contract, tort (including negligence) or otherwise, under or in connection with this Agreement is limited to USD 2 million; |
| 3. | If a Party undergoes a direct or indirect change in control or direct or indirect change in legal or beneficial ownership of more than 50% (whether by a single event or a series of events over the term of this Agreement), that Party will give written notification to the other Party within five (5) business days of the change in control or ownership. However, this change in control does not remove the other Party’s rights to terminate the Agreement. |
Governing Law & Dispute Settlement:
| 1. | This Agreement is governed by the laws of the Republic of Indonesia; |
| 2. | If a dispute arises, each Party must act in good faith in relation to the dispute to resolve it as quickly as possible. If the dispute is not resolved in good faith, a Party may give notice to the other Party, in which case the Parties must refer the dispute to be finally resolved by arbitration in Indonesia in accordance with the Rules of Badan Arbitrase Nasional Indonesia (BANI Rules) then in force. The BANI Rules shall be deemed to be incorporated by reference in this Clause. |
Language:
| 1. | If requested in writing by a Party, the Parties will promptly cause this Agreement to be translated into the Bahasa Indonesia language and cause such Bahasa Indonesia version to be executed by the Parties only for compliance with Law No.24/2009 of Flag, Language, National Symbols and National Anthem and as a reference between the Parties. |
| 2. | The existence of a Bahasa Indonesia version of this Agreement is not intended to, and does not, increase or multiply the rights or obligation of the Parties. Such rights and obligations shall be as specified in the English version only. In the event of any inconsistency or difference in understanding, meaning or interpretation between the English and Bahasa Indonesia language versions, the English language version shall prevail and the Indonesian language version shall be deemed to be automatically amended to conform with and be consistent with the English language version. |
| 3. | Furthermore, each Party agrees it will not cite or invoke any law, including Law No. 24 of 2009, or any regulation issued thereto, or claim that the fact that this Agreement was executed in the English language only to (i) defend its non-performance or breach of its obligations under this Agreement or (ii) allege that this Agreement is against public policy or otherwise does not constitute its legal, valid and binding obligation, enforceable against it in accordance with its terms. |
