LIPPO-MAPLETREE - Lippo Malls Indonesia Retail Trust - Investor ...

Appendix B4. Bandung Indah PlazaPT Megah Semesta Abadi (“PT Megah”) entered into a BOT agreement with Perusahaan Daerah (PD)Jasa dan Kepariwisataan Jawa Barat (previously known as PD Kerta Wisata Jawa Barat) (“PDJK”).PT Megah has been granted the right to build operate and transfer the property up to 31 December 2030. IfPDJK does not intend to manage the building and facilities, PDJK will give first option to PT Megah tobecome a partner of PDJK under a new agreement. PDJK must notify the PT Megah on whether or not ithas the intention to operate the building and facilities. This notification must be provided at least 6 monthsprior to expiration of the BOT Agreement. BOT agreement cannot be assigned without prior approval.PT Megah has the following obligations to PDJK:a. Revenue sharing for Shopping Centre I for the period from 19 August 1992 to 31 December 2030 willbe at 2% of the rental income of shops and retail per year and shall increase 0.25% every 4 years.The increase will commence as of May 2008;b. Revenue sharing for Shopping Centre II for the period from 1 May 1994 to 31 December 2030 will beat 2 % of rental income of shops and retails per year and shall increase 0.25% every 4 years. Theincrease will commence on May 2008;c. 5% of net operational profits, commencing August 1995;d. 5% of net income from rental of open areas, promotional spaces and corridors commencing August2005;e. Profit sharing with respect to parking spaces from August 2005 at 40% of parking net income afterdeducting contribution to Parking Management Institution (Badan Pengelola Perparkiran—“BPP”)and other expenses, VAT of 10%, interest expense, depreciation of parking facility, with maximumthreshold of the expenses is 76% of rental income, provided that if the VAT no longer prevails or thegovernment changes the figure of the VAT then the percentage of expenses will be mutually agreedby both parties;f. Both PT Megah and PDJK will share the net rental revenue of the cinema up to August 2020 basedon 50% ratio each. Profit share after 2020 will be determined later;g. The revenue sharing for commercial space will be in the amount of 2% of the rental income ofcommercial space per year and shall increase 0.25% every 4 years. The increase will commence onMay 2008.5. Istana PlazaPT Suryana Istana Plaza (“PT Suryana”) entered into a BOT agreement with Pasundan Church.PT Suryana has the right to build operate and transfer the property for a period of 32 years fromJanuary 2002. During the BOT period, PT Suryana is prohibited from assigning the ownership orencumbering the property to another party, except to use the property as security for the repaymentof loan to finance the construction of the building. No extension provision is provided in the BOTAgreement.(f)Put OptionAs at the Latest Practicable Date, four of the seven retail spaces, namely Metropolis Town Square Units,Depok Town Square Units, Malang Town Square Units and Grand Palladium Medan Units, are each boundby Kiosks Sale and Purchase Binding Agreements because their strata titles are in the process of beingissued by the Indonesian government.In relation to each of the Metropolis Town Square Units, Depok Town Square Units, Malang Town SquareUnits and Grand Palladium Medan Units, a put option agreement has been entered into between, inter alia,the Trustee and the Master Lessee, pursuant to which, in the event that the strata titles to these four retailspaces are not issued within 24 months from the Listing Date, a meeting of all the Unitholders will beconvened by the Trustee pursuant to which the Unitholders will vote, by way of an ordinary resolution, onwhether to retain these four retail spaces in the portfolio of LMIR Trust for a further six months from thedate of the ordinary resolution. In the event that an ordinary resolution is passed in favour of retaining thesefour retail spaces in the portfolio of LMIR Trust and the strata titles are still not issued upon expiry of sixB-25