Exhibit 4.21
FIRST 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.155/HK.820/UTA-00/2002
DATED AUGUST 22, 2002
FIRST 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. 155 /HK.820/UTA-00/2002
On this TWENTY-SECOND day, of AUGUST, 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.
92 dated November 17, 2000, supplement to State Gazette of the Republic
of Indonesia No.336, having its address at Jalan Japati No. 1 Bandung
40133, in this legal act represent by, TRI DJATMIKO, HEAD OF
DEVELOPMENT DIVISION, based on the Power of Attorney of President
Director Number : K.TEL. 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 Benny Djaja,
SH, SE, MM., having its address at Wisma Bisnis Indonesia 15th Floor,
Jl. Letjen S. Parman Kav. 12, Jakarta-11480 whereas in this legal act
to be represented by FADJAR TJOANDA, as PRESIDENT DIRECTOR of PT Olex
Cables Indonesia.
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CONSORTIUM OLEX-LUCENT-BRIMBUN consists of:
a. PT OLEX CABLES INDONESIA, having its address at Wisma Bisnis Indonesia,
15 th Floor, Jakarta, as CONSORTIUM LEADER, hereinafter referred to as
OLEX;
b. PT LUCENT TECHNOLOGIES INDONESIA, having its address at Cibitung, as
CONSORTIUM MEMBER, hereinafter referred to as LUCENT;
c. PT BRIMBUN RAYA INDAH, having its address at Jakarta Barat, as
CONSORTIUM MEMBER, hereinafter referred to BRIMBUN;
Hereinafter all together in this First 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, based on the Official Note of DIRKUG to DIRNISJASTEL Number:
C. Tel. 228/KU000/KUG-00/2002 dated 29 July 2002 concerning Financing
of Project of PSTN Junction DIVRE II, the Board of Directors of TELKOM
has decided that financing of Project of PSTN Junction DIVRE II will be
financed by TELKOM;
c. whereas, based on the Letter of DIRJAR to PARTNER Number: Tel.
354/KUG-000/PEM-00/2002 dated 9 August 2002 concerning Financing of
Project of PSTN Junction DIVRE II, PARTNER has been informed by TELKOM
that financing of Project of PSTN Junction DIVRE II will be financed by
TELKOM.
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d. whereas, based on the Official Note of DIRPRANTEK to KADIVPEM Number:
C.TEL.16/LG000/TEK-30/2001 dated 7 February 2002 concerning The
Responsibility of Project Implementation of Partnership Program of HPBB
Sumatera, PSTN Excellence Junction Divre II and Divre V, KADIVPEM had
been appointed to implement the development of PSTN Excelence Regional
Junction DIVRE II;
e. whereas, based on Minutes of Meeting dated, 21 August 2002, TELKOM and
PARTNER agree that TELKOM will make payment at the period of 21 (twenty
one) calendar days after date of invoice completely and valid receipt
by TELKOM, should TELKOM fail to settle the payment in the period
above, then TELKOM will be penaltized 17 % (seventeen percent) per year
of the price of the delayed RING, total amount of this penalty shall
not exceed 5 % (five percent).
Now, therefore, In consideration on the above mentioned, TELKOM and PARTNER
agree to amend some articles in the Main Contract subject to the following terms
and conditions:
ARTICLE 1
TELKOM and PARTNER agree to amend letter m. sub-article (1) Article 1 of the
Main Contract, become the following condition:
m. EFFECTIVE DATE OF CONTRACT (EDC) means the date when the last of the
following event has occurred:
i. The Main Contract and this First Amendment has been signed
by both TELKOM and PARTNER.
ii. PARTNER's submission of Performance Bond to TELKOM.
iii. After PARTNER received a Confirmation Letter from TELKOM
concerning the Work should be started.
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ARTICLE 2
TELKOM and PARTNER agree to amend sub-article (1) Article 8 of the Main
Contract, become the following condition:
(1) PARTNER shall give notice of the schedule of PROVISIONAL ACCEPTANCE
TEST officially to TELKOM c.q DIVPEM at latest 14 (fourteen) calendar
days prior to commencement of PROVISIONAL ACCEPTANCE TEST of each RING
SYSTEM AFTER SUBMIT THE RESULT OF COMMISIONING TEST. TELKOM shall
notify its approval for the notified schedule of PROVISIONAL
ACCEPTENCE TEST within 7 (seven) calendar days after its receipt of
the notice from PARTNER. TELKOM may propose other PROVISIONAL
ACCEPTANCE TEST schedule which shall not be later than 7 (seven)
calendar days after PARTNER's proposed date.
ARTICLE 3
TELKOM and PARTNER agree to amend sub-article (2) Article 12 of the Main
Contract, become the following condition:
(2) Authorization to supervise the Implementation during construction shall
be done by TELKOM cq. DIVPEM.
ARTICLE 4
TELKOM and PARTNER agree to amend Article 13 of the Main Contract, become the
following condition:
Article 13
FIELD SUPERVISOR
TELKOM cq. DIVPEM will issue appointment letter of FIELD SUPERVISOR (WASPANG),
after PARTNER giving a written request to implement development:
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ARTICLE 5
TELKOM and PARTNER agree to amend Article 15 of the Main Contract, become the
following conditions:
Article 15
REPORT
(1) PARTNER shall submit weekly report for the progress of Implementation
which shall be approved by WASPANG (Field Supervisor) to TELKOM cq.
DIVPEM based on implementation schedule and working weight Including
technical problem or other problems.
(2) PARTNER shall officially report all implementation activities every
month to TELKOM cq. DIVPEM.
ARTICLE 6
TELKOM and PARTNER agree to amend sub-article (4), (6) and (7), and delete
sub-article (8) Article 18 of the Main Contract, become the following
condition:
(4) Payment as specified in sub-article (1), (2) and (3) of this Article
shall be made by TELKOM to PARTNER by telegraphic transfer through;
Bank Account, under the name of:
PT. Olex Cables Indonesia
Account No. : CM 052 GRBR (Rp.)
CM 052 GRBU(US$)
Bank Name : Bank Finconesla Jakarta
Address : Central Senayan I Lt. 6,
Jl. Asia Afrika No. 8
Jakarta - 10270
In accordance with the payment amount belongs to PARTNER's rights where the
bank transfer fee shall be imposed to PARTNER by auto deduction from the paid
amount.
In the event that PARTNER changes the Bank and Bank Account, the PARTNER should
report it in written to TELKOM cq. DIVPEM, a copy of which should be submitted
to AVP CASH MANAGEMENT CORPORATE OFFICE.
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(6) After fulfillment of above complete conditions mentioned in sub article
(5) of the Article 18 of Main Contract, then TELKOM will make payment
at latest 21 (twenty one) calendar days after date of invoice
completely and valid receipt by TELKOM.
(7) Should TELKOM fall to settle the payment as specified in sub-article
(6) of this Article, then TELKOM will be charged 17 % (seventeen
percent) per year of the price of the delayed RING, total amount of
this charged shall not exceed 5 % (five percent).
ARTICLE 7
TELKOM and PARTNER agree to amend sub-article (1) Article 20 of the Main
Contract, become the following condition:
(1) PARTNER shall submit performance guarantee issued by Indonesian State
Owned Bank or reputable International Bank amounting 5% (five percent)
of total WORK Amount excluding 10% VAT to TELKOM c.q AVP CASH
MANAGEMENT CORPORATE OFFICE.
ARTICLE 8
TELKOM and PARTNER agree to amend sub-article (1) Article 33 of the Main
Contract, become the following condition:
(1) Any correspondence including necessary notification shall be addressed
to each parties concerned with following address and attention:
TELKOM : DIVISI PEMBANGUNAN
Adress : Gedung Grha Citra Caraka Lt. 5
Jl. Gatot Subroto 52
Jakarta-12710
No. Tlp./Fax. : 021-5215513 / 021-5215197
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MITRA: PT. OLEX CABLES INDONESIA
Adress : Wlsma Bisnis Indonesia Lt.5
JL.S. Parman Kav.12
Jakarta 11480
No.Tlp./Fax.: 021-5357443 / 021-5357243
ARTICLE 9
(1) All attachment in this First Amendment shall be an unity that could not
be separated and having equal legality and binding one to each other
same as condition mentioned in Article of this First Amendment.
(2) Attachment as mentioned in clause (1) of this Article consists of:
Attachment I:
Official Note of DIRKUG to DIRNISJASTEL
No. : C. Tel. 228/KU000/KUG-13/2002
tanggal 29 Juli 2002.
Attachment II:
Letter of DIRJAR to Consortium OLB No.:
Tel. 354/KUG-000/PEM-00/2002 dated 9
August 2002.
Attachment III:
Official Note of DIRPRANTEK to KADIVPEM
No. : C.TEL. 16/LG000/TEK-30/2001
tanggal 7 Februari 2002.
Attachment IV:
Minutes of Meeting dated 21 August 2002.
ARTICLE 10
(1) This First Amendment shall be effect as of the date after signing by
both parties.
(2) Articles and / or Attachments of the Main Contract which are not
amended by this First Amendment, shall remain prevail and legally
binding by both parties.
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(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.
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PT. TELEKOMUNIKASI INDONESIA, Tbk, KONSORSIUM
OLEX-LUCENT-BRIMBUN,
/s/ Tri Djatmiko
----------------------- [STAMP]
TRI DJATMIKO /s/ Fajar Tjoanda
------------------------- -----------------------
KEPALA DIVISI PEMBANGUNAN
FAJAR TJOANDA
-----------------------
PIMPINAN KONSORSIUM
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