EXHIBIT 10.2
CONTRACT ON LAUNCH SERVICE AGREEMENT
I. CONTRACT NAME
Launch Service Agreement
II. CONTRACT NUMBER
TELKOM Contract No. K.TEL.198/HK.910/UTA-00/2002
ARIANESPACE Contract No. 2001.5.923
III. DATE OF CONTRACT
8th November 2002
IV. CONTRACT PARTIES
4.1 PT. Telekomunikasi Indonesia, represented by Mr. Kristiono, President
Director
4.2 ARIANESPACE S.A., represented by Xx. Xxxx-Xxxx Xx Xxxx, Director General.
V. SUBJECT
The launch of a satellite supplied by TELKOM at the Launch Base for the
purpose of accomplishing the Launch Mission in accordance with the terms
and conditions of this agreement.
VI. LAUNCH SCHEDULE
6.1 The Launch of the satellite shall take place during the following launch
period: November 1st, 2004 up to and including January 31st, 2005.
6.2 The Launch Slot within the launch period shall be determined by mutual
agreement of the Parties no later than EIGHT (8) months prior to the first
day of the launch period.
6.3 The Launch Day within the Launch Slot shall be determined, no later than
THREE (3) months prior to the first day of the Launch Slot.
6.4 The Launch Window set forth in Paragraph 2.3 f Annex 1 to this Agreement
shall be determined no later than the Final Mission Analysis Review.
6.5 In the event that, for any reason whatsoever, the Parties fail to agree
upon the Launch Slot within the Launch Period, Launch Day, or the Launch
Window, ARIANESPACE shall be determine said Launch Slot, Launch Day, or
Launch Window taking into account the available Launch Opportunity(ies),
and the requirements and respective interests of TELKOM and any of the
Third Party Costumer(s) of ARIANESPACE.
VII. REMUNERATION:
7.1 The remuneration of ARIANESPACE for the provision of Launch Services for
the Launch of the Satellite is fixed price, as follows:
7.1.1 US$62,880,000
7.1.2 The amount mentioned above shall be increased by the amount obtained
by multiplying the price set forth in Sub-paragraph 7.1.1 as
adjusted pursuant to Sub-paragraph 7.1.3, as applicable, by 7%, if
TELKOM exercise the Reflight Option.
7.1.3 Commencing with the Effective Date of this Agreement, and up to L
minus 6 months, TELKOM may vary the Satellite mass by maximum
total mass of 50 kg (increase or decrease). Any increase or
decrease in mass in excess of 25 kg, shall be subject to
variation in the firm fixed amount stated above of US$25,000 for
each kilogram that the satellite mass is increased or decreased
beyond 25 kg.
CONTRACT ON KONTRAK JASA PELUNCUR SATELIT TELKOM-2 SATELLITE
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7.2 The firm fixed price, if any, for Associated Services assumes, that the
Launch will be performed within calendar year 2004-2005. Should the Launch
Period or Launch Slot assigned to TELKOM extend beyond calendar year 2005,
the then catalogue price for the relevant year will apply to such
Associated Services that will not have been performed by the date of
request for any Launch postponement.
7.3 All prices, expenses, and charges set forth in this Agreement shall be free
from any and all taxes and other duties of any French tax authority. The
price under Sub-paragraph 7.1 is inclusive the price of Third Party
Insurance Policy.
VIII PAYMENT
8.1 Payment schedule for remuneration under paragraph 7.1:
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DATE PERCENTAGE OF THE PORTION OF THE LAUNCH
SERVICE PRICE
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13 January 2004* (First Payment) US$27,500,000*
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1 March 2004 (Second Payment) US$9,000,000
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1 April 2004 (Third Payment) US$20,000,000
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1 September 2004 (Fourth Payment) US$6,380,000
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*This Payment represents the first payment due on 15 November 2002 and payable
on the First Payment Date.
8.2 The price of the Reflight Option shall be paid in accordance with the
following payment schedule:
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DATE PERCENTAGE OF THE PRICE OF THE
REFLIGHT OPTION
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Date of exercise of Reflight Option
(120 days after Effective Date of this
Agreement) 10%
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L minus 3 months 90%
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8.3 If TELKOM varies the Satellite mass under Sub-paragraph 7.1.3 above, the
resulting price variation shall be, in event of mass (i) increase, due by
TELKOM to ARIANESPACE, or (ii) decrease, credited to TELKOM on the date set
forth in Sub-paragraph 8.1 immediately 30 days upon the receipt by
ARIANESPACE of TELKOM's written request for mass variation.
8.4 Payment for Associated Service ordered by TELKOM under Paragraph 2, 3 and 4
of Annex 2 to this agreement, for which a firm fixed price has been
established, shall be due as of the date set forth in said annex.
8.5 Payment for Associated Service ordered by TELKOM under Paragraph 2, 3 and 4
of Annex 2 to this agreement, for which no total firm fixed price can be
determined in advance, shall be due on the date on which TELKOM terminates
use of the relevant Associated Service.
8.6 In the event of late payment, TELKOM shall pay ARIANESPACE interest on such
late payment at the Base Rate plus 1 PERCENTAGE POINT per annum from and
including the date due to but excluding the date made.
IX INSURANCE
9.1 ARIANESPACE shall take out an insurance policy at no cost to TELKOM,
to protect itself and TELKOM against liability for property loss or
damage and bodily injury (including death) that third party may
sustain.
9.2 The insurance policy shall be in the amount of Euros 60,980,000
X APPLICABLE LAW:
This Agreement shall govern the relationship between the Parties as to the
subject of this Agreement. To the extent the Parties have failed to address
any question arising hereunder, or in the event of the need for any
interpretation of any term of this Agreement, French law shall be applied,
unless it is contrary to the explicit terms or the underlying common
intentions of the Parties to this Agreement.
XI ARBITRATION
11.1 In the event of any dispute arising out of or relating to this
Agreement, the Parties shall use their best efforts to reach an
amicable settlement. If an amicable settlement cannot be achieved, the
dispute shall be referred to the President of ARIANESPACE and of
TELKOM, who will use their best efforts to reach a settlement. Should
an amicable settlement fail, the dispute shall be finally settled
under the rules of Conciliation and Arbitration of the International
Chamber of Commerce (ICC) in Geneva (Switzerland) by 3 arbitrators
appointed in accordance with the then existing rules of the ICC. The
award of the arbitrators shall be final, conclusive and binding, and
the execution thereof may be entered in any court having jurisdiction.
11.2 The cost of arbitration, including the fees and expenses of the
arbitrator, will be shared equally by TELKOM and ARIANESPACE as
determined by the ICC secretariat. TELKOM and ARIANESPACE shall each
bear the cost of preparing and representing its own case.
