EXHIBIT 4.22
CO-OPERATION AGREEMENT ON
FIXED WIRELESS CDMA FACILITIES
CONSTRUCTION IN KSO DIVRE VII AREA
------------------------------------------------------------------------------
NO. PKS. 08/HK810/UTA-00/2003
14 JANUARY 2003
BETWEEN
PERUSAHAAN PERSEROAN (PERSERO)
PT. TELEKOMUNIKASI INDONESIA, TBK.
AND
PT. BUKAKA SINGTEL INTERNATIONAL
CO-OPERATION AGREEMENT
ON FIXED WIRELESS CDMA FACILITIES
CONSTRUCTION
IN KSO DIVRE VII AREA
BETWEEN
PERUSAHAAN PERSEROAN (PERSERO)
PT TELEKOMUNIKASI INDONESIA, TBK.
AND
PT BUKAKA SINGTEL INTERNATIONAL
NO: PKS, 08/HK810/UTA-00/2003
On this day, Tuesday, date of 14th, month of January, year of 2003, taking place
in Jakarta, by and between the following parties:
I. PERUSAHAAN PERSEROAN (PERSERO) PT TELEKOMUNIKASI INDONESIA, Tbk., a
company providing telecommunications services and networks which was
incorporated and existing under the laws of the Republic of Indonesia,
domiciled at JI. Xxxxxx Xx. 0, Xxxxxxx, Xx this matter legally represented
by XXXXXXXXX, President Director, hereinafter shall be referred to as
"TELKOM";
II. PT BUKAKA SINGTEL INTERNATIONAL, a company which was incorporated by
virtue of Deed No. 152 of Notary B.R.A. Mahyastoeti, S.H., in Jakarta,
dated 17 October 1995, which Deed has been approved by the Decree of
Minister of Justice No. C2-13.202.HT.01.01.TH.95 dated 18 October 1995,
domiciled at Gedung Bank Panin, 3rd Fl, Xxxxx Xx. Xxx Xxxxxxxxx Xx. 00,
Xxxxxxxx 00000, in this matter legally represented by NG JIN HIOK,
President Director, hereinafter shall be referred to as "BSI".
TELKOM and BSI shall individually be referred to as a "PARTY", and collectively
as "THE PARTIES".
RECITALS:
A. Whereas TELKOM and BSI have entered into and signed KSO AGREEMENT No.
PKS.225/HK.810/UTA-00/95 dated 20 October 1995 (hereinafter shall be
referred to as the "KSO AGREEMENT") to develop an operational co-operation
partnership within the KSO Area (as defined in the KSO AGREEMENT) in
accordance with the prevailing laws and regulations;
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B. Whereas BSI's obligations to design, plan, engineer, fund and construct
the Minimum New Facilities/Network (hereinafter shall be referred to as
"MNI") during the KSO Construction Period, as set forth in the KSO
AGREEMENT and in the Memorandum of Understanding on the Amendment to the
KSO AGREEMENT dated 5 June 1998, have been completed;
C. Whereas on 30 May 2002 BSI and TELKOM have met to discuss the MOU and the
Business Plan of the CDMA Construction in Bali, as evident in the Minutes
of Meeting Inserted in Attachment I of THIS AGREEMENT;
D. Whereas on 11 June 2002 BSI and TELKOM signed a Memorandum of
Understanding (MOU) for the construction of Fixed Wireless CDMA facilities
within the DIVRE VII area, as indicated in Attachment II of THIS
AGREEMENT;
E Whereas TELKOM and BSI have met to discuss the construction plan of the
Fixed Wireless CDMA facilities on 16 and 17 December 2002 in Jakarta, as
evident in the minutes of meeting inserted in Attachment IV of THIS
AGREEMENT;
F. Whereas pursuant to the letter of the Directorate General of Post And
Telecommunications No. 1264/DITTEL/KSTN/20 dated 31 May 2001 on Domestic
Telephone And Birofax Services Tariffs Adjustments of the Year 2001,
TELKOM is required by the Indonesian Government to construct ADDITIONAL
NEW INSTALLATION/NETWORK of 1.2 million Access Line Units (SST) up to the
year 2004. For that matter, TELKOM, through the letter of TELKOM's
President Director No. Tel 163/KU00/PI.KSO-03/01 dated 19 November 2001 on
the New Investments, has offered BSI to execute construction of such
ADDITIONAL NEW FACILITIES/NETWORK of as many as 165,982 Access Line Units
(SST) up to the year 2004;
G. Whereas TELKOM and BSI have agreed that TELKOM through DIVFW will serve as
the investor to conduct the Fixed Wireless CDMA facilities construction of
146,700 Line Units (SST) within the cities of Denpasar, Makasar, Manado,
Kupang, Mataram, and their environs within the same area code with the
detail as provided in Attachment III of THIS AGREEMENT (hereinafter shall
be referred to
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as "LOCATION"). In order to achieve the total capacity of 146.700 SST, it
is enabled to relocate intercities to fulfill the demands of the above
cities as agreed by THE PARTIES,
After considering all the above premises, THE PARTIES have agreed to bind one
another Into this Co-Operation Agreement on Fixed Wireless CDMA Facilities
Construction in KSO DIVRE VII Area (hereinafter shall be referred to as "THIS
AGREEMENT") based on the terms and conditions as stipulated in the following
Articles:
ARTICLE 1
DEFINITIONS
In THIS AGREEMENT, unless otherwise provided in the relevant Articles of THIS
AGREEMENT or unless the context otherwise requires, THE PARTIES have agreed that
the following terms shall have the meaning as given below:
1. PROJECT shall mean the activities of planning, designing,
engineering, financing, procuring, constructing, commissioning and
acceptance testing of telecommunication facilities at the Location
which will be implemented by TELKOM for the construction of Fixed
Wireless CDMA facilities including the supporting facilities and
which are to be integrated into EXISTING NETWORKS, so as to be
technically and commercially operable with the scope of work of
construction as contemplated in Article 3 of THIS AGREEMENT;
2. NEW FACILITIES shall mean the 146,700 Line Units (SST) of Fixed
Wireless CDMA facilities including the supporting facilities to be
constructed under this PROJECT;
3. INVESTMENT COST shall mean all the cost incurred by DIVFW or the
substitute investor in the implementation of this PROJECT including,
but not limited to, the costs for field supervising, acceptance
test, training, and all taxes in accordance with the prevailing laws
and regulations, excluding tax on luxury goods and 10% VAT;
4. DIRECT COST shall mean the Amount of the SEPARATED BODP, kiosk
phone commission fee, cost and sales commission fee of prepaid cards
(including printing) as well as post-paid, Operator Licence Fee
(BHP) Telecommunication service, radio frequency usage fee,
interconnection fee to other
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operators (specifically for interconnection to DIVNET shall be borne to
DIVFW), any other expenses payable to third parties (such as JAPATI,
Telkomnet Instan);
5. DIVFW shall mean a Division as provided in the Decision of Board of
Directors number KD.55/PS150/PRORES-00/2002 dated 30 September 2002 on the
Establishment of the Fixed Wireless Division which represents TELKOM as
the investor and developer of the PROJECT in the implementation of THIS
AGREEMENT;
6. KSO UNIT shall mean the definition as provided in the KSO AGREEMENT number
PKS.224/HK.810/UTA-00/95 dated 20 October 1995;
7. PARTNER shall mean the consortium as Technology Supplier which has signed
Master Procurement Partnership Agreement (MPPA) with TELKOM and has
responsibility to manufacture, deliver, install, commission and support
the operation and maintenance of Fixed Wireless CDMA's Project:
8. REVENUES shall mean all revenues from new subscription, incoming
interconnection from other operators (IDD, mobile and others so long as
those can be processed), revenues from usage of prepaid cards sold,
revenues from penalties and revenues from collection of L11 from the
operation of the NEW FACILITIES. The L11 revenues shall include:
a. Subscription Fee;
b. Usage Revenue from local PSTN, SLJJ PSTN, JAPATI and TELKOMNET
Instan;
c. Revenues from Outgoing Interconnection to other operators (for IDD,
mobile, etc.);
d. Revenues from added value services which are included in the
business plan.
9. NET REVENUES shall mean REVENUES less DIRECT COSTS;
10. IRR (INTERNAL RATE OF RETURN) shall mean the rate of investment returns
calculated from operating net cash flow (net income is added by the
depreciation and less INVESTMENT COST);
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11. Fixed Wireless LINE UNITS (in short, SST ) shall mean a unit of
telecommunication system which includes MSC (Mobile Switching Center),
BSC (Base Station Controller), BTS (Base Transceiver Station),
Transmission, all other equipment required, and all other supporting
facilities and building in order to enable Subscriber to use Fixed
Wireless CDMA services after such subscribers have owned the necessary
Fixed Wireless CDMA terminals;
12. NUMBER OF SUBSCRIBERS shall mean the number of Fixed Wireless Line Units
(SST) which have been connected (connected line);
13. AVERAGE NUMBER OF SUBSCRIBERS shall mean the NUMBER OF SUBSCRIBERS as at
the month's beginning which is added by the NUMBER OF SUBSCRIBERS as at
the month's end and then divided by two;
14. EXISTING NETWORKS shall mean such networks which are already in place
consisting of those owned by TELKOM and those constructed by BSI which are
KSO system in accordance with the KSO AGREEMENT;
15. BAUT (RESULTS OF ACCEPTANCE TEST) shall mean the results of acceptance
test duly signed by the Acceptance Test Team which represents TELKOM and
PARTNER;
16. ISATC (Integrated System Acceptance Test Certificate) shall mean a
certificate which is issued and signed by TELKOM and PARTNER which states
that the constructed equipment has fulfilled and passed the acceptance
test requirements based on the results of BAUT;
17. BASTP (CERTIFICATE OF OPERATION ACCEPTANCE) shall mean a certificate which
is signed by THE PARTIES and KSO UNIT which states that the NEW FACILITIES
which has been constructed is fit to operate based on ISATC;
18. BODP (Operation and Maintenance Expenses) shall mean all such expenses
directly adding to the costs of management, operation and maintenance of
the NEW FACILITIES (BTS equipments, Transmission and the supporting
facilities, not including lease expenses of Regional link E1), marketing
expenses, service fee and collection fee, and general and
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administration expenses incurred to support operation of the whole NEW
FACILITIES constructed under THIS AGREEMENT;
19. DESIGNATED BODP shall mean an amount of IDR 130,000 per year per
Subscriber Unit with scope of work as contemplated in Paragraph (18) of
this Article;
20. Total DESIGNATED BODP Payable shall mean the result of AVERAGE NUMBER OF
SUBSCRIBERS multiplied by DESIGNATED BODP which is transferred by DIVFW to
an account to be opened by and under the name of the KSO UNIT and
authorization for withdrawals shall come from THE PARTIES (the "BODP Escrow
Account") monthly;
21. SEPARATED BODP shall mean the BODP which is taken from the REVENUES as the
substitution for the DESIGNATED BODP and having the same amount with the
DESIGNATED BODP;
22. KANDATEL shall mean the KANDATEL within KSO DIVRE VII AREA which is
structurally under the KSO UNIT;
23. NET REVENUES SHARE shall mean the respective share of TELKOM, BSI and DIVFW
expressed as a percentage in the NET REVENUES pursuant to Article 9
paragraph (1) and (2) of THIS AGREEMENT;
24. KSO CONSTRUCTION AGREEMENT shall mean the KSO construction agreement
between TELKOM and BSI dated 20 October 1995.
Other capitalized terms not otherwise specifically defined in THIS AGREEMENT
shall have the same meaning as given to them under the KSO AGREEMENT.
ARTICLE 2
DURATION OF THIS AGREEMENT
THIS AGREEMENT shall take effect from the date of its signing by TELKOM and BSI
and shall expire on 31 December 2010.
ARTICLE 3
SCOPE OF WORK OF CONSTRUCTION
(1) The Scope of work of the PROJECT Construction to be delivered by TELKOM
through DIVFW includes the activities of planning, designing, engineering,
financing,
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procuring, constructing, commissioning and acceptance testing of 146,700
Line Units (SST) of telecommunication facilities consisting of NEW
FACILITIES, based on Basic Design and Detailed Design, including MSC
(Mobile Switching Center), BSC (Based Station Controller), BTS (Base
Transceiver Station), Transmission, billing system, and all other
supporting facilities at the LOCATION and to be integrated into EXISTING
NETWORKS, so as to be technically and commercially operable with the detail
as provided in Attachment III.
(2) TELKOM and BSI agree, that in the construction of the Fixed Wireless CDMA
Facilities under THIS AGREEMENT, DIVFW is to serve as investor and
executor of the PROJECT's construction.
(3) TELKOM and BSI agree to cooperate and execute the PROJECT in good faith in
accordance with the terms and conditions contained in THIS AGREEMENT.
(4) If TELKOM through DIVFW has not done its construction obligations under
THIS AGREEMENT, TELKOM shall have the right to appoint a substitute
Investor and that all the expenses incurred during such substitution are to
be borne by TELKOM, If TELKOM fails to appoint a substitute investor within
3 (three) months, THE PARTIES agree to negotiate in good faith in the
interest of BSI's right in order to find any solution of fulfillment of the
telephone demand in the LOCATION.
5. THE PARTIES agree that if the total construction capacity and the NUMBER OF
SUBSCRIBERS in KSO UNIT as contemplated in Article 3 paragraph (1) and
Attachment III of THIS AGREEMENT has been achieved BSI will be given the
first opportunity to contribute in increasing capacity Investment with the
cooperation scheme which will be the discussed separately.
6. THE PARTIES agree that the construction outside the LOCATION
as contemplated in Article 3 paragraph (1) and Attachment III of THIS
AGREEMENT, BSI can conduct investment of Fixed Wireless CDMA
telecommunication facilities construction with the BOT scheme in accordance
with KD No. 60/HK 220/TEK-10/2002 as attached in Attachment VI of THE
AGREEMENT.
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ARTICLE 4
RIGHTS AND OBLIGATIONS OF THE PARTIES
(1) BSI's Rights and Obligations:
a. BSI's right is to receive its NET REVENUES SHARE from the operation
of the NEW FACILITIES in accordance with Article 9 of THIS
AGREEMENT;
b. BSI's obligation through KSO UNIT is to manage, operate and maintain
the NEW FACILITIES (BTS equipment, Transmission and supporting
facilities), market, provide services and execute subscription
collection and to bear general and administration expenses in
accordance with THIS AGREEMENT and the KSO AGREEMENT; subject to the
provision that receipts and distribution of REVENUES and BODP
payment must be in accordance with the terms of THIS AGREEMENT.
(2) TELKOM's Rights and Obligations:
a. TELKOM's right is to receive its NET REVENUES SHARE from the
operation of the NEW FACILITIES in accordance with Article 9 of THIS
AGREEMENT;
b. TELKOM's obligation is to execute the construction of Fixed Wireless
telecommunication facilities in accordance with the scope of work as
provided in Article 3 of THIS AGREEMENT and execute the operation
and maintenance of MSC, BSC, billing system and the supporting
facilities.
ARTICLE 5
CONSTRUCTION PERIOD
(1) The construction period of the NEW FACILITIES must be completed at the
latest within 42 (forty-two) months after the signing of THIS AGREEMENT.
(2) The construction will be declared complete if the Acceptance Test has been
conducted with a good result by the Acceptance Test Team of TELKOM and
PARTNER in which the RESULTS OF ACCEPTANCE TEST (BAUT) is signed by TELKOM
and the PARTNER. Based on the relevant BAUT TELKOM will issue ISATC which
is signed by TELKOM and PARTNER stating
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that the equipment which is constructed by the PARTNER has passed the
Acceptance Test.
(3) Based on the relevant ISATC, TELKOM will then surrender the BASTP of the
BTS Sub-system to BSI and KSO UNIT at the latest 7 days after the ISATC is
signed by TELKOM and PARTNER. BSI and KSO UNIT shall then cosign the BASTP
within 7 days after the receipt of the relevant BASTP.
ARTICLE 6
EXTENSION OF CONSTRUCTION PERIOD
The construction period of the telecommunication facilities as specified above
in Article 5 paragraph (1) of THIS AGREEMENT may be extended in the occurrence
of any of the following events (such that the time extension given shall be the
same as the time lost caused by such events):
a. Material alterations are requested by THE PARTIES to the system
configurations or any material changes to the design of the
telecommunication facilities;
b. Written request is given by and agreed by THE PARTIES and DIVFW for
temporary suspension of the implementation of the PROJECT;
c. A force majeure event occurs. A force majeure event is an event beyond the
reasonable control of THE PARTIES such as labor disputes, acts of God,
laws and regulation, judgements or orders of any courts, acts of war or
conditions arising out of or attributable to war whether declared or
undeclared, riots, terrorism or other criminal activity, insurrections or
rebellions, fire, explosions, earthquake, storm, flood, volcanic eruption,
drought or other severe and unusual adverse weather conditions,
accidents, or any other cause similar to the foregoing.
ARTICLE 7
INVESTMENT COST AND IRR
(1) INVESTMENT COST for the entire PROJECT construction under THIS AGREEMENT
as so stated in the Business Plan in Attachment III hereto, amounts to
maximum of US$ 30,237,397 (thirty million two hundred and
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thirty seven thousand three hundred and ninety seven United States
Dollars) and IDR 00.000.000.000 (twenty eight billion three hundred and
fifty million two hundred and two thousand four hundred and fifty two
Indonesian Rupiah) indusive of all tax expenses in accordance with the
prevailing laws, excluding tax on luxury goods and 10 % VAT.
(2) IRR, to be calculated during the revenues sharing period as contemplated
in Article 9 of THIS AGREEMENT shall be provided as follows:
(a) Final value of INVESTMENT COST will be as agreed and verified by the
PARTIES with the maximum amount as defined in Paragraph (1) of
this Article.
(b) The INVESTMENT COST in US Dollar as stated above in Paragraph (l) of
this Article shall be converted into Indonesian Rupiah in accordance
with the middle exchange rate of Bank Indonesia at such exchange
rate in effect as of the date of ISATC is issued and the investment
value is calculated based on the capitalization at the same time;
(c) The calculation of realization annual IRR based on NET REVENUES
SHARE which is received by DIVFW.
(d) The amount of DIVFW Operational Expenses is in accordance with
Business Plan as attached to Attachment III.
(3) To evaluate the rate of achievement of the IRR, THE PARTIES will jointly
conduct the evaluation in the beginning of each year with due observance
of the Business Plan hereto attached as Attachment III. At such time THE
PARTIES shall also discuss the roll out plan.
ARTICLE 8
SUPERVISION OF THE CONSTRUCTION
The supervisory duty shall be conducted by Field Supervisor appointed by TELKOM
through DIVFW and for this purpose TELKOM may assign personnel of KSO UNIT and
KANDATEL
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ARTICLE 9
REVENUES SHARING
(1) Sharing of revenues shall be calculated based on the NET REVENUES with the
following percentages;
- 90%to DIVFW
- 5% to TELKOM
- 5% to BSI
which shall be in effect as of the earlier of (a) the date in which the
NET REVENUES SHARE received by TELKOM through DIVFW has achieved IRR of
28% or (b) on 31 December 2010.
(2) If the IRR of 28% has been achieved prior to 31 December 2010 then the NET
REVENUES SHARE shall be 50% to TELKOM and 50% to BSI, which is valid until
the end of the KSO's period on 31 December 2010.
(3) The REVENUES resulted and received from the NEW FACILITIES must be
separated from the revenues which are coming from the EXISTING NETWORKS
others than the NEW FACILITIES.
(4) Separate discussions are to be held with regard to sharing of revenues
from development of basic services.
(5) The DESIGNATED BODP, at the latest on 12th monthly, shall be transferred
directly by DIVFW to the BODP Escrow Account.
(6) In every month, at the latest on the 15th, BSI through KSO UNIT will pay
NET REVENUES SHARE and SEPARATED BODP, by way of transferring to the
DIVFW'S account.
(7) To fulfill and support the fluency of the initial operation of the NEW
FACILITIES for the following 2 (two) months, TELKOM through DIVFW will
transfer the fund to the BODP Escrow Account in the amount of the planned
AVERAGE NUMBER OF SUBSCRIBER (the sales plan for the following 2 (two)
months 10% from the installed BTS capacity, whereas the total BTS capacity
is 146.700 SST)multiplied by the DESIGNATED BODP at the latest 15
(fifteen) days after BASTP from the relevant each or a number of BTS is
issued. The relevant fund is part of DIVFW's obligation in
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providing BODP in the Escrow Account. To avoid of doubt, the meaning of
total capacity of the installed BTS (during 42 months) is 146.700 Line
Units.
(8) DESIGNATED BODP for the following month will be transferred by DIVFW if
the realization of connected NUMBER OF SUBSCRIBERS has achieved the sales
plan for the following 2 (two) months pursuant to Paragraph (7) of This
Article, with the payment mechanism in accordance with Attachment V.
(9) If the balance in the BODP Escrow Account is insufficient to fund the
operation of the NEW FACILITIES, the shortfall is to be borne by DIVFW,
and in the contrary, if there are surpluses, then such surpluses shall be
forfeited to THE PARTIES with the following calculation:
(a) If the IRR of 28% has been achieved after 31 December 2010, then
BSI's right to the surpluses of the balance shall be 5% pursuant to
the percentage of revenues sharing in Article 9 paragraph (1) of
THIS AGREEMENT.
(b) If the IRR of 28% has been achieved prior to 31 December 2010, then
BSI's right to the surpluses of the balance is:
- 5% of the surplus cumulative balance calculated from the first
issuance of BASTP until the date on which such IRR has been
achieved; and
- 50% of the surplus cumulative balance calculated from the
date such IRR has been achieved until 31 December 2010.
- The above distribution has to wait until 31 December 2010 to
calculate total surpluses of balance. The surpluses of balance
to the date such IRR has been achieved and between the date
such IRR has been achieved until 31 December 2010 will be
calculated proportionally.
ARTICLE 10
REVENUES SHARING PERIOD
THE PARTIES agree that the REVENUES SHARING PERIOD shall commence from such time
when the NEW FACILITIES commences to produce revenues until 31 December 2010.
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ARTICLE 11
REPORTING
For control of the management of revenues and DIRECT COSTS of NEW FACILITIES,
BSI through KSO UNIT shall submit monthly reports to DIVFW no later than the
15th day of the following month, setting forth NET REVENUES.
ARTICLE 12
OWNERSHIP OF THE NEW FACILITIES
Ownership of all the NEW FACILITIES resulting from the construction shall remain
with TELKOM through DIVFW until the expiration of THIS AGREEMENT and thereafter
shall be transferred to TELKOM.
ARTICLE 13
ATTACHMENTS
(1) The Attachments of THIS AGREEMENT shall form an integral and inseparable
part of, and shall be as legally enforceable and binding as, THIS
AGREEMENT.
(2) The Attachments as referred to above in paragraph (1) of this Article
consists of:
a. Attachment I : Minutes of Meeting dated 30 May 2002, Discussion on
the MOU and the Business Plan of the CDMA
Construction in Ball;
b. Attachment II : Memorandum of Understanding (MOU) dated 11 June 2002
regarding Co-Operation on the Fixed Wireless CDMA
Facilities Construction in KSO DIVRE VII Area;
c Attachment III: Business Plan;
d. Attachment IV : Minutes of Meetings dated 16 and 17 December 2002 in
Jakarta;
e. Attachment V : Mechanism,Implementation, Operational and Finance;
and,
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f. Attachment VI: KD No.60/HK.220.TEK-10/2002
(3) In the event of any discrepancy between the provisions and interpretations
between the Articles of THIS AGREEMENT and those contained in the
Attachments of THIS AGREEMENT, the Articles of THIS AGREEMENT shall
prevail.
ARTICLE 14
MISCELLANEOUS
(1) THIS AGREEMENT shall inure to the benefits of and bind THE PARTIES and
their respective successors and permitted assignees.
(2) THE PARTIES agree that NEW FACILITIES constitutes TELKOM's development
within the KSO system (as defined in the KSO AGREEMENT) with intention
that the same is to be placed under the operation and maintenance of KSO
UNIT in accordance with the terms of the KSO AGREEMENT. Nevertheless, THE
PARTIES agreed that REVENUES, NET REVENUES and NET REVENUES SHARE are to
be calculated and distributed in accordance with the terms of THIS
AGREEMENT.
(3) All the terms of the KSO AGREEMENT, so long as not otherwise provided
specifically in THIS AGREEMENT shall remain valid and binding.
(4) TELKOM shall use its best efforts to ensure that the additional manpower
required to operate this project at the KSO UNIT DIVRE VII are to be taken
from KSO UNIT DIVRE VII.
(5) All other matters on which THIS AGREEMENT or the KSO AGREEMENT are silent
are to be first negotiated by and between THE PARTIES and laid down in
writing and signed by THE PARTIES, which instrument shall form an
integral and inseparable part of, and shall be as legally enforceable and
binding as THIS AGREEMENT.
(6) THE PARTIES agree that no adjustments are to be made to MTR (Minimum
TELKOM Revenue), (as defined in the KSO AGREEMENT) as a result of THIS
AGREEMENT.
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(7) THIS AGREEMENT is made in both the Indonesian language and English
language. If discrepancies arise between the two versions, the one written
in Indonesian language shall govern.
(8) THIS AGREEMENT is made in 2 (two) original copies, affixed with sufficient
duty stamps, and shall have equal legal force when duly executed by THE
PARTIES.
(9) In the event of any changes to the long-term KSO's settlement which cause
changes to KSO scheme, THIS AGREEMENT shall remain effective and
subsisting and the rights of THE PARTIES and DIVFW or the substitute
investor (as the case may be) under THIS AGREEMENT shall remain valid and
binding to THE PARTIES.
(10) In the event of termination of the KSO AGREEMENT for any reason
whatsoever, THE PARTIES agree to negotiate and agree to the relevant
termination conditions by considering all rights and obligations of THE
PARTIES as provided in THIS AGREEMENT.
(11) THIS AGREEMENT shall not severe the exclusive right of BSI as KSO Partner
to negotiate with TELKOM for the viable solution to the KSO Issue in the
Area as stated in the KSO AGREEMENT.
(12) THE PARTIES are aware of the possible co-investment of BSI in the
deployment of the Fixed Wireless within the KSO UNIT Area.
(13) THE PARTIES agree that in the implementation of DRM (Design Review
Meeting), it will also be discussed the supplying of transmission
channel's demand.
(14) Each of THE PARTIES represents that THIS AGREEMENT is interpreted in
accordance with true spirit. If contradictions or discrepancies shall
arise between the terms of THIS AGREEMENT and those of the KSO AGREEMENT,
the terms of THIS AGREEMENT shall govern.
(15) If any of the provisions contained in THIS AGREEMENT shall be deemed
invalid, illegal or unenforceable, in whole or in part, such invalidity,
illegality or unenforceability shall
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affect only such provisions or part thereof, while the remaining
provisions and any other provisions of THIS AGREEMENT shall survive and
remain fully and legally enforceable.
(16) THE PARTIES hereby expressly waive Article 1266 of the Indonesian Civil
Code so far as required to give full effect to the termination of THIS
AGREEMENT in accordance with the terms of THIS AGREEMENT, without having
to wait for any court ruling.
In witness whereof, THIS AGREEMENT has been made and executed in good faith, and
to be observed and implemented by THE PARTIES.
PERUSAHAAN PERSEROAN (PERSERO) PT BUKAKA SINGTEL INTERNATIONAL
PT TELEKOMUNIKASI INDONESIA, Tbk. [STAMP]
Oleh/By /s/ Xxxxxxxxx Oleh/By /s/ Ng Jin Hiok
--------------------------------------- ---------------------------------------
Nama/Name : XXXXXXXXX Nama/Name : NG JIN HIOK
Jabatan/Title : Direktur Utama/President Jabatan/Title : Direktur Utama/President
Director Director
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