EXHIBIT 4.36 AMENDMENT NO.3 TO PARTNERSHIP AGREEMENT FOR DEVELOPMENT CONTRACT PSTN EXCELLENCE REGIONAL JUNCTION DIVRE-V NO. KTEL.249/HK.810/UTA-00/2001 DATED DECEMBER 5, 2001 - -------------------------------------------------------------------------------- NO.: Am 325/HK.820/RE5-20/2003 BETWEEN PERUSAHAAN PERSEROAN (PERSERO) PT. TELEKOMUNIKASI INDONESIA, TBK. AND CONSORTIUM SUMITOMO CORP. - NEC CORP. - PT. NASIO KARYA PRATAMA - PT. COMMUNICATION CABLE SYSTEMS INDONESIA DECEMBER 11, 2003 CONTENT ARTICLE 1 SCOPE OF WORK 3 ARTICLE 2 CONTRACT AMOUNT 4 ARTICLE 3 PROJECT IMPLEMENTATION PERIOD 4 ARTICLE 4 PAYMENT 5 ARTICLE 5 ATTACHMENTS 9 ARTICLE 6 OTHER PROVISIONS 10 ATTACHMENT ATTACHMENT 1 Minutes of DRM ATTACHMENT 2 Breakdown Price per Ring ATTACHMENT 3 Project Implementation Schedule ATTACHMENT 4 Side Letter regarding additional Rupiah Account of SUMITOMO/NEC Portion ATTACHMENT 5 Result of Meeting: a) Result of Meeting dated October 9, 2003 b) Result of Meeting dated November 11, 2003 c) Result of Meeting dated December 4, 2003 AMENDMENT NO. 3 TO PARTNERSHIP AGREEMENT FOR DEVELOPMENT CONTRACT PSTN EXCELLENCE REGIONAL JUNCTION DIVRE-V NO: K.TEL.249/HK.810/UTA-00/01 DATED : 5 DECEMBER 2001 AND AMENDMENT NO. 1 NO: K.TEL177/HK.820/UTA-00/2002 DATED : 27 SEPTEMBER 2002 AND AMENDMENT NO. 2 NO: K.TEL.225/HK.920/UTA-50/2002 DATED : 30 DECEMBER 2002 - ------------------------------------------------------------------------------- NO:AM. 325/HK.820/RE520/2003 On this day Thursday eleventh of the month December, year two thousand three (11-12-2003), situated at TELKOM Divre V Office, Jalan Ketintang No. 156, Surabaya - 60231, between the parties: I. PERUSAHAAN PERSEROAN (PERSERO) PT. TELEKOMUNIKASI INDONESIA, TBK., a telecommunications service and network provider established and incorporated under the law of the Republic of Indonesia, having its registered office at Jalan Japati Number 1 Bandung - 40133, based on the Power of Attorney of President Director No. K.TEL 10/HK.510/UTA-00/2003 dated November 7th, 2003 in this legal act duly represented by KISKENDA SURIAHARDJA, in his capacity as HEAD OF REGIONAL DIVISION V EAST JAVA, hereinafter referred to as TELKOM. 1 II. CONSORTIUM SUMITOMO CORP. - NEC CORP. - PT. NASIO KARYA PRATAMA - PT. COMMUNICATION CABLE SYSTEMS INDONESIA, a consortium organized and established based on Notary Public Deed No. 36 dated October 19, 2001, drawn up in front of Notary Public Debra T.C. Schram, SH, as amended by Notary Public Deed No. 12 dated February 18, 2002 with the same Notary Public, having its office at PT. SUMITOMO INDONESIA, Gedung SUMMITMAS I, 12th floor, Jalan Jend. Sudirman Kav. 61-62, Jarkarta 12190 in this legal act legally represented by : KAZUO NAKAJIMA, ASSISTANT TO GENERAL MANAGER, INFORMATION & TELECOMMUNICATION PROJECT DIVISION, SUMITOMO CORPORATION, based on Power of Attorney No. L-ELGAB-120302 dated December 3, 2001, situated at 1-8-11, Harumi, Chuo-ku, Tokyo, 104-8610 Japan, as THE LEADER OF THE CONSORTIUM; SHIN SAKAMOTO, DEPARTMENT MANAGER, 1ST SALES DEPARTMENT, CARRIER AND PROVIDER DIVISION, NEC CORPORATION, based on Power of Attorney No. POA-03-083 dated July 18, 2003 domiciled at 7-1, Shiba 5-chome, Minato-ku, Tokyo 108-8001, Japan, as MEMBER OF THE CONSORTIUM; ITA YULIATI DJOEMHANA, PRESIDENT DIRECTOR, PT. NASIO KARYA PRATAMA, domiciled at Jalan Gunawarman No. 53 Jakarta 12180, as MEMBER OF THE CONSORTIUM; PETER DJATMIKO, PRESIDENT DIRECTOR, PT. COMMUNICATION CABLE SYSTEMS INDONESIA, domiciled at Wisma Milenia 4th Floor, Jl. MT. Haryono Kav. 16 Jakarta 12810, as MEMBER OF THE CONSORTIUM; 2 hereinafter in this Amendment No.3 to be referred to as PARTNER. (severally SUMITOMO CORPORATION shall be referred to as SUMITOMO, NEC CORPORATION shall be referred to as NEC, PT. NASIO KARYA PRATAMA referred to as NASIO and PT. COMMUNICATION CABLE SYSTEMS INDONESIA referred to as CCSI) By first taking into consideration the following matters: a. Whereas, TELKOM and PARTNER have signed the Main Agreement No. K.TEL.249.HK.810/UTA-00/2001 dated December 5, 2001, Amendment No.1 No. K.TEL.177/HK.820/UTA-00/2002 dated September 27, 2002 and Amendment No.2 No.K.TEL.255/HK.920/UTA-50/2002 dated December 30, 2002 b. Whereas, pursuant to Minutes of DRM dated August 22, 2003. c. Whereas, pursuant to Meeting Result dated October 9, 2003. After having into consideration of all matters above, both parties, TELKOM and PARTNER have agreed to make an amendment of the provisions stipulated in the Main Agreement, Amendment No.1 and Amendment No.2 with the terms and conditions as follows: ARTICLE 1 SCOPE OF WORK TELKOM and PARTNER herewith agreed to amend the Volume and Scope of Work as stipulated in the Minutes of DRM dated August 22, 2003 which is attached in the Attachment I of this Amendment No.3. 3 ARTICLE 2 CONTRACT AMOUNT (1) By the change of Design which have been conducted between TELKOM and PARTNER, the Parties agreed to amend the Contract Amount to become an amount as stipulated on paragraph (2) of this Article with its breakdown attached in Attachment II of this Amendment. (2) Contract Amount based on this Amendment No.3 is amounting to IDR 188.787.548.708.- (One Hundred Eighty Eight Billion Seven Hundred Eighty Seven Million Five Hundred Forty Eight Thousand Seven Hundred Eight Indonesian Rupiah) and JPY 1.258.833.916.- (One Billion Two Hundred Fifty Eight Million Eight Hundred Thirty Three Thousand Nice Hundred Sixteen Japan Yen) not including VAT 10%. ARTICLE 3 PROJECT IMPLEMENTATION PERIOD (1) By the change of Design, the Parties agreed to amend the Project implementation period to become as stipulated on Attachment III of this Amendment No.3. The following is schedule of PAT and PAC: 4 - --------------------------------------------------------------------------- ISSUANCE OF PAC/ COMPLETION OF COMPLETION DESCRIPTION PAT/WORK CERTIFICATE - --------------------------------------------------------------------------- Main Ring 20-Mar-03 3-Apr-03 - --------------------------------------------------------------------------- Outer Ring 28-Apr-03 12-May-03 - --------------------------------------------------------------------------- Regional Junction 1-2 6-Mar-04 22-Mar-04 - --------------------------------------------------------------------------- Regional Junction 1-1 7-Jan-04 21-Jan-04 - --------------------------------------------------------------------------- Regional Junction 2-1 4-Dec-03 18-Dec-03 - --------------------------------------------------------------------------- Regional Junction 2-2 24-Feb-04 9-Mar-04 - --------------------------------------------------------------------------- Kediri Ring 2 5-Nov-03 19-Nov-03 - --------------------------------------------------------------------------- SB Ring Loop 1 20-Jan-04 3-Feb-04 - --------------------------------------------------------------------------- Maintenance/System Support 3-Jul-04 16-Jul-04 - --------------------------------------------------------------------------- ARTICLE 4 PAYMENT (1) Payment for the WORKs as referred to in Article 2 of this Amendment except for TRAINING and MAINTENANCE/SYSTEM SUPPORT, will be effected after the issuance of PAC for the relevant RING SYSTEM as specified in Attachment II of this Amendment. (2) Payment for TRAINING costs shall be effected by TELKOM after the issuance of the Completion Certificate of TRAINING. (3) Payment for costs of MAINTENANCE/SYSTEM SUPPORT will be effected by TELKOM after the issuance of the Completion Certificate of MAINTENANCE/SYSTEM SUPPORT. (4) Payment as referred to in paragraph (1), (2) and (3) of this Article will be effected by TELKOM to PARTNER by telegraphic transfer through: 5 agreed upon in the Contract between TELKOM and the Bank or financial institution which is supplying its fund. ARTICLE 5 ATTACHMENTS Both Parties, TELKOM and PARTNER, agree to change the Appendices, based on agreement as stated in the Article 1 of this Amendment and to add with the new Appendices in this Amendment which constitute an inseparable part of Main Agreement, Amendment No.1 and Amendment No.2 which is consist of: (1) Attachment I : Minutes of DRM (2) Attachment II : Breakdown Price per Ring (3) Attachment III : Project Implementation Schedule (4) Attachment IV : Side Letter regarding additional Rupiah Account of SUMITOMO/ NEC Portion. (5) Attachment V : -Result of Meeting dated October 9, 2003 -Result of Meeting dated November 11, 2003 -Result of Meeting dated December 4, 2003 9 In witness whereof the parties hereto set their hands this day and year above written. Signed by, for an on behalf of TELKOM PARTNER SUMITOMO CORPORATION (LEADER) /s/ Kiskenda Suriahardja [Stamp duty] KISKENDA SURIAHARDJA /s/ Kazuo Nakajima ------------------------ KEPALA DIVISI REGIONAL V KAZUO NAKAJIMA JAWA TIMUR -------------------------------- ASSISTANT TO GENERAL MANAGER INFORMATION & TELECOMMUNICATION PROJECT DIVISION NEC CORPORATION (MEMBER) /s/ Shin Sakamoto SHIN SAKAMOTO -------------------------------- DEPARTMENT MANAGER, 1ST SALES DEPARTMENT, CARRIER AND PROVIDER DIVISION PT. NASIO KARYA PRATAMA (MEMBER) /s/ Ita Yuliati Djoemhana ITA YULIATI DJOEMHANA -------------------------------- PRESIDENT DIRECTOR PT. COMMUNICATION CABLE SYSTEMS INDONESIA (MEMBER) /s/ Peter Djatmiko PETER DJATMIKO -------------------------------- PRESIDENT DIRECTOR 11 ATTACHMENT 4 : SIDE LETTER REGARDING ADDITIONAL RUPIAH ACCOUNT OF SUMITOMO/NEC PORTION [TELKOM INDONESIA COMPANY LOGO] Ref: K.TEL. 120/HK.830/UTA-00/2003 Bandung, 2 June, 2003 SUMITOMO - NEC - NASIO CONSORTIUM ATT: PT. SUMITOMO INDONESIA GEDUNG SUMMITMAS I LT. I 12 JI. JENDRAL SUDIRMAN KAV. 61 - 62 JAKARTA 12190 SUBJECT : SIDE LETTER TO THE PARTNERSHIP AGREEMENT FOR DEVELOPMENT CONTRACT OF PSTN EXCELLENCE REGIONAL JUNCTION DIVRE-V NO. K.TEL. 249/HK.810/UTA-00/01 DATED DECEMBER 5, 2001. Dear Sir, 1. Referring to : a. Partnership Agreement for Development Contract of PSTN Excellence Regional Junction Divre-V No. K.TEL. 249/HK.810/UTA-00/01 Dated December 5, 2001. b. Amendment I No. K. TEL. 177/HK.820/UTA-00/2002 dated September 27, 2002. c. Amendment II No. K. TEL. 255/HK.920/UTA-50/2002 dated December 30, 2002. d. Your notification letter dated May 9, 2003 requires for the change of your account for the payment of rupiah for NEC and Sumitomo portion. 2. Hereby is notified that the account for the payment of rupiah for NEC and Sumitomo portion as mentions in Article 18 paragraph(4) of Contract said above, is as follows: Name of Bank : PT. BANK SUMITOMO MITSUI INDONESIA Address : Summitmas II, Lt. 10, JI. Jend. Sudirman Kav 61-62, Jakarta 12190 Account No. : 113050 - 0101 In the account name of: "Sumitomo Corporation (Tokyo) Surabaya Junction Project" 3. All other terms... 3. All other terms and conditions of the Contract, shall remain valid and binding to the Parties other than amended by this Side Letter. 4. This Side Letter constitute as inseparable part of and shall have the same legal power as the Contract. 5. As the confirmation of this Side Letter, please sign 2 (two) original copies of this Side Letter and return one copy to us, you may keep other copy of this Side Letter for your archive. Signed by, For and on behalf of: PT. TELEKOMUNIKASI INDONESIA, Tbk SUMITOMO CORPORATION PT. SUMITOMO INDONESIA [STAMP] /s/ Kristiono ------------- [STAMP] /s/ Kazuo Nakajima KRISTIONO ------------------ PRESIDENT DIRECTOR KAZUO NAKAJIMA ASSISTANT TO GENERAL MANAGER INFORMATION & TELECOMUNICATION PROJECT DIVISION PT. COMMUNICATIONS CABLE NEC CORPORATION SYSTEMS INDONESIA [STAMP] /s/ Shin Sakamoto /s/ Peter Djatmiko [STAMP] ------------------ - ------------------ SHIN SAKAMOTO PETER DJATMIKO Department Manager, 1st Sales Department President Director Carrier and Provider Division TOSHIYA MATSUKI ------------------------- Department Manager 2nd Sales Department, 1st International System Division, NEC Networks PT. NASIO KARYA PRATAMA /s/ ITA Yuliati Djoemhana [STAMP] ------------------------ ITA YULIATI DJOEMHANA PRESIDENT DIRECTOR ATTACHMENT 5: RESULT OF MEETING MINUTES OF MEETING REGARDING OVERSEAS TRAINING BETWEEN PT. TELKOM DIVRE V AND SNN CONSORTIUM PSTN Excellence Regional Junction Divre-V Project SURABAYA November 11, 2003 1. PT. Telkom requested SNN Consortium to change the number of trainee from 4 to 6 persons. 2. SNN Consortium agreed to above number of trainees for the training period of 7 days. 3. SNN Consortium proposes to PT. TelKom the overseas training schedule is on: January 15-23, 2004 (arrival date is Jan 14 and return date is Jan 24, 2004). The breakdown of training as attached. 4. PT. Telkom agreed to the proposed schedule and will confirm to SNN Consortium by official letter before November 20, 2003. At the same date Telkom shall inform the name of trainees. 5. Telkom shall instruct the trainees to prepare Passport which is still valid at least 6 months and photo 4 x 6 cm which shall be submitted to SNN Consortium at latest on December 4, 2003 for arrangement of Visa Permission. Surabaya, November 11, 2003 PT. TELKOM SNN CONSORTIUM /s/ James RL /s/ Sebastian ------------ ----------------- James RL Sebastian W/NEC. Mk 670162 /s/ Maseek Siroga ----------------- Maseek Siroga /s/ Hilary Agung ----------------- Hilary Agung /s/ A. Setiattany --------------------- A. Setiattany /Ccs/ BREAKDOWN OF FACTORY TRAINING FOR PSTN JUNCTION PROJECT Unit Price Total Price Item No. Description Unit Total Qty (J Yen) (J Yen) - -------- --------------------------------------------------- ------------------- --------- ---------- ----------- 1 Training Fee(in JAPAN) for 7 days, a trainees 1.1 Training fee for Operations And Maintenance course Per day 7 298,000 2,086,000 1.2 Training Materials and Tool for Trainee(6 trainees) Per trainee 6 71,253 427,518 1.3 Miscellanous Fee Lot 1 271,743 271,743 Sub Total for Item No. 1 2,785,261 2 AIR FARE, DAILY ALLOWANCE, TRANSPORTATION etc. 2.1 Round Airfare (Economy class: Jakarta-Tokyo-Jakarta) Per trainee 6 154,206 925,236 2.2 Fiscal, Airport Tax Per trainee 6 16,000 96,000 2.3 Daily Allowance (6 trainees * 11 days) Per trainee/Per day 66 10,000 660,000 2.4 Transportation cost in Japan (6 trainees * 11 days) Per trainee/Per day 66 1,170 77,220 2.5 Transportation Service to/from Airport Lot 1 234,800 234,800 2.6 Accommadation (6 trainee * 10 nights) Per trainee/per day 60 6,000 360,000 Sub Total for Item No. 2 2,353,256 Total for Item No. 1 and 2 5,138,517 [LOGO] Date: December 8, 2003 STATEMENT LETTER OF SPLITTING BANK ACCOUNT CONSORTIUM SUMITOMO CORP. - NEC CORP. - PT. NASIO KARYA PRATAMA - PT. COMMUNICATION CABLE SYSYEMS INDONESIA, a consortium organized and established based on Notary Public Deed No. 36 dated October 19, 2001, drawn up in front of Notary Public Debra T.C. Schram, SH, as amended by Notary Public Deed No. 12 dated February 18, 2002 with the same Notary Public, having its office at Summitmas I Building, 12th Floor, Jalan Jend. Sudirman Kav. 61-62, Jakarta 12190. In accordance with the Partnership Agreement for Development Contract of PSTN Excellence Regional Junction Divre-V, Contract No.: K.TEL.249/HK.810/UTA-00/01 dated December 5, 2001, Amendment No.1 No.: K.TEL.177/HK.820/UTA-00/2002 dated September 27, 2002 and Amendment No.2 No.: K.TEL.225/HK.920/UTA-50/2002 dated December 30, 2002, we declared as follows: All member of Consortium agreed for the split payment from TELKOM to each members of Consortium by telegraphic transfer through: Bank Account I, in this case for the purpose of SUMITOMO and NEC, using the YEN account under the name of: Sumitomo Corporation Tokyo Head Office Attention : ELGAB section Account No.: 232661 Bank Name : The Sumitomo Mitsui Banking Corporation Address : 2-3-1 Marunouchi Chiyoda-ku, Tokyo, Japan Bank Account II, in this case for the purpose of SUMITOMO and NEC, using the RUPIAH account under the name of: Sumitomo Corporation (Tokyo) Surabaya Junction Project Account No.: 113050 - 0101 Bank Name : PT. Bank Sumitomo Mitsui Indonesia Address : Summitmas II, 10th Fl. Jl Jend. Sudirman Kav. 61 - 62, Jakarta 12190 Bank Account III, in this case for the purpose of NASIO, using the account under the name of: PT. Nasio Karya Pratama Account No : 259.001-140-023.003 Bank Name : BNI Central Jakarta Branch SNN CONSORTIUM Company Address [LOGO] Address : Jl. Jend. Sudirman Kav. I Jakarta Bank Account IV, in this case for the purpose of CCSI, using the account under the name of: PT. Communication Cable Systems Indonesia Account No. : 035-308239-3 Bank Name : BCA KCU Sudirman Address : Wisma BCA I Jl. Jend. Sudirman Kav.22-23, Jakarta Any change to such Bank and Account number shall be approved by the pertinent Bank and shall be notified in written by the Consortium to TELKOM. For and on behalf For and on behalf SUMITOMO CORPORATION NEC CORPORATION [SEAL] /s/ KAZUO NAKAJIMA /s/ SHIN SAKAMOTO - ----------------------------- ------------------------------- Assistant of General Manager Department Manager, 1st Sales Information & Telecommunication Department, Carrier & Provider Project Division Division For and on behalf For and on behalf PT. NASIO KARYA PRATAMA PT. COMMUNICATION CABLE SYSTEMS INDONESIA /s/ ITA YULIATI DJOEMHANA /s/ PETER DIATMIKO - ----------------------------- -------------------------------- President Director President Director SNN CONSORTIUM Company Address