EXHIBIT 10.13B
SALE AND TERMINATION AGREEMENT
DATE: 11 October 1995
PARTIES:
(1) PT RAJASA HAZANAH PERKASA, a limited liability company established under
the laws of the Republic of Indonesia and having its principal office at
Wisma Pejaten, Xx. Xxxxxxx Xxxxx Xx. 0, Xxxxxxx 00000 ("RHP");
(2) PT DETONA SATYA DINAMIKA, a limited liability company established under the
laws of the Republic of Indonesia and having its principal office at
Setiabudi II Building, 3A Floor, Xx. X.X Xxxxxx Xxxx, Xxxxxxx 00000
("DSD");
(3) PT BINA REKSA PERDANA, a limited liability company established under the
laws of the Republic of Indonesia and having its principal office at
Arthaloka Building, 14th Floor, Jl. Jend. Sudirman 2, Jakarta ("BRP");
(4) INTERNATIONAL WIRELESS COMMUNICATIONS, a corporation established under the
laws of the State of Delaware, USA, and having its principal office at 000
Xxxxx Xx Xxxxxx Xxxx, Xxxxx 0000, Xxx Xxxxx, Xxxxxxxxxx, 00000, XXX
("IWC"); and
(5) XXXX ATLANTIC INDONESIA, a corporation established under the laws of the
State of Delaware, USA, and having its principal office at Arlington,
Virginia, USA ("BA").
RECITALS:
(A) Under a Joint Venture Agreement dated 21 April 1993 between BA, BRP, RHP
and PT Panutan Duta ("PD") (the "Joint Venture Agreement'), BA obtained
certain rights to an ownership interest in RHP.
(B) Subsequently, BRP acquired PD's shares in RHP and BRP is currently the sole
shareholder in RHP.
(C) IWC and DSD have agreed with BRP to obtain an ownership interest in RHP.
(D) BA is the assignee of the benefit of all obligations owed to its affiliate
Xxxx Atlantic International, Inc. ("BAII") by
1
RHP, BRP and PD under agreements related to or pursuant to the Joint
Venture Agreement including without limitation a Services Agreement dated
16 December 1992 between BAII and RHP and Loan Agreements dated 21 April
1993 between BAII and RHP, PD and BRP respectively (the "Related
Agreements").
(E) The Parties wish to terminate all existing arrangements and agreements in
relation to BA's participation in RHP, under the terms set out below.
AGREED TERMS:
1. BA agrees, subject to the terms of this Termination Agreement, to
relinquish, and to sell and transfer to DSD, BRP and IWC, all of its right,
title and interest in RHP, including its rights to share and other
financial rights in RHP, whether direct or through its shareholders.
2. In consideration of BA's relinquishment of title and interest as provided
in Xxxxxx 0, XXX, XXX, XXX and DSD have issued a promissory note in favor
of BA in the form of the attached.
3. XXX, XXX, XXX and DSD hereby consent to the assignment of the Related
Agreements from BAII to BA.
4. The Joint Venture Agreement and the Related Agreements are hereby
terminated and each party thereto hereby releases the other parties thereto
from any and all obligations thereunder.
5. XXX, XXX, XXX and DSD hereby indemnify and hold harmless BA and its
shareholders, affiliates, directors, employees, agents and consultants for
any loss, damage, liability, cost or expense (including attorney fees)
sustained by it in connection with any claim by PD under the Joint Venture
Agreement or the Related Agreements.
6. In the event that the amounts due under the Promissory Note are not paid by
the Maturity Date (as defined therein) BA will, without prejudice to any
other rights at law including to enforce its rights under the Promissory
Note, have the right, exercisable at its direction, to a 35% ownership
interest in RHP or to assign such interest to a third party.
7. The parties agree to take all necessary action and execute such further
documents as may be necessary to give effect to the provisions of this
Agreement.
2
8. This Agreement supersedes any and all existing agreements or arrangements
between the parties whether written or oral which relate to the subject
matter hereof.
9. This Agreement shall be governed by and construed in accordance with the
laws of the Republic of Indonesia.
DULY EXECUTED on the above date.
PT RAJASA HAZANAH PERKASA
By /s/ By /s/
---------------------------- ----------------------------
Name: Name:
Title: President Director Title: President Komisaris
PT DELTONA SATYA DINAMIKA
By /s/ By /s/
---------------------------- ----------------------------
Name: Name:
Title: President Director Title: President Komisaris
PT BINA REKSA PERDANA
By /s/ By /s/
---------------------------- ----------------------------
Name: Name:
Title: President Director Title: President Komisaris
3
INTERNATIONAL WIRELESS COMMUNICATIONS
By /s/ Xxxx XxXxxxx
----------------------------
Name: Chairman
Title: Xxxx XxXxxxx
XXXX ATLANTIC INDONESIA, INC.
[Seal]
By /s/ Xxxxxx X. Xxxxxx
----------------------------
Name: Xxxxxx X. Xxxxxx
Title: Executive Director
4
PROMISSORY NOTE
Date: 11 October 0000
Xxxxxx: US$17,120,000
Due on: 10 October 1996
FOR VALUE RECEIVED, PT Rajasa Hazanah Perkasa, a limited liability company
established under the laws of the Republic of Indonesia and having its principal
office at Wisma Pejaten, Xx. Xxxxxxx Xxxxx Xx. 0, Xxxxxxx 00000; PT Deltona
Satya Dinamika, a limited liability company established under the laws of the
Republic of Indonesia and having its principal office at Setiabudi II Building,
3A Floor, Xx XX.X Xxxxxx Xxxx, Xxxxxxx 00000; PT Bina Reksa Perdana, a limited
liability company established under the laws of the Republic of Indonesia and
having its principal office at Arthaloka Building, 14th Floor, Jl. Jenderal
Sudirman 2, Jakarta, and International Wireless Communications, a corporation
established under the laws of the State of Delaware, USA, and having its
principal office at 000 Xxxxx Xx Xxxxxx Xxxx, Xxxxx 0000, Xxx Xxxxx, Xxxxxxxxxx
00000, XXX (each a "Payer" and collectively the "Payers") hereby jointly and
severally unconditionally promise to pay to the order of Xxxx Atlantic
Indonesia, Inc., a corporation established under the laws of the State of
Delaware, USA the "Payee" at its principal office at 0000 Xxxxx Xxxxx Xxxxx Xx,
Xxxxxxxxx, XX 00000 the amount of US$17,112,000, comprised of US$16,000,000 in
principal and US$1,112,000 in interest on 10 October 1996 (the "Maturity Date")
together with any other amount determined as provided herein.
Any amount of this Promissory Note that is not received by the Payee on or
before the Maturity Date will bear interest at the rate of 10% per annum based
on a 360-day year and calculated from the Maturity date until payment is
received by the Payee.
In the event any Payer is required to withhold any tax from any payment under
this Promissory Note, other than withholding not to exceed 10% on the amount of
any interest payable hereunder, then the amount due and payable shall
automatically increase to that amount which after the withholding, will result
in the Payee actually receiving the same amount as it would have received had
the withholding tax been limited to 10% on the interest payable hereunder.
The non-exercise by the Payee of any of its rights hereunder in any particular
instance shall not constitute a waiver thereof in that or any subsequent
instance. The Payers each hereby irrevocably waive diligence, presentment,
demand, protest and
1
notice of any kind in the enforcement of this Promissory Note other than as
herein provided. Except as otherwise provided herein, all amounts owned by
Payee pursuant to this Promissory Note shall be paid in full, without set-off
or counterclaim, free and clear of any deduction or withholding except as
expressly provided in this Promissory Note.
This Promissory Note shall be governed by and interpreted in accordance with the
laws of the Republic of Indonesia, without prejudice to or limitation of any
other rights or remedies available to the holder hereof under the laws of any
other jurisdiction.
PT RAJASA HAZANAH PERKASA
By /s/ By /s/
---------------------------- ----------------------------
Name: Name:
Title: President Director Title: President Komisaris
PT DELTONA SATYA DINAMIKA
By /s/ By /s/
---------------------------- ----------------------------
Name: Name:
Title: President Director Title: President Komisaris
PT BINA REKSA PERDANA
By /s/ By /s/
---------------------------- ----------------------------
Name: Name:
Title: President Director Title: President Komisaris
INTERNATIONAL WIRELESS COMMUNICATIONS
By /s/ Xxxx XxXxxxx
----------------------------
Name: Xxxx XxXxxxx
Title: Chairman
2
