EXHIBIT 10.27
KINGDOM OF CAMBODIA
-------------------
NATION RELIGION KING
--------------------
MINISTRY OF POSTS
AND TELECOMMUNICATIONS
LICENSE
-------
FOR THE
PROVISION AND OPERATION OF
A CDMA BASED TELECOMMUNICATIONS
SYSTEM
WITHIN
THE KINGDOM OF CAMBODIA
ISSUED AND GRANTED
BY
THE MINISTRY OF POSTS AND TELECOMMUNICATIONS (MPTC)
TO
AMERICAN CAMBODIAN TELECOM, LTD.
TABLE OF CONTENTS
1. CDMA SYSTEM 2
2. ALLOCATION OF RADIO SPECTRUM 2
3. SYSTEM LINKS 3
4. INTERNATIONAL TRAFFIC 4
5. COMPLEMENTARY AND VALUE ADDED SERVICES 4
6. COVERAGE 4
7. INTERNATIONAL STANDARDS 5
8. TERMINAL EQUIPMENT 5
9. INTERCONNECTION 6
10 ALLOCATION OF NUMBER 6
11. DIRECTORY INFORMATION 6
12. EMERGENCY SERVICES 7
13. PERFORMANCE GUARANTEES 7
14. SECURITY ASPECTS 8
15. RELATIONS WITH CUSTOMERS 8
16. TARIFF AND BILLING 9
17. ACCOUNTING SETTLEMENTS 9
18. PROVISION OF INFORMATION 10
19. FISCAL AND ADMINISTRATIVE MATTERS 11
20. LICENSE TERMS 11
21. CONFIDENTIALITY 12
22. APPLICABLE LEGISLATION 13
23. GENERAL 13
LICENSE
-------
FOR THE PROVISION AND OPERATION OF
A CODE DIVISION MULTIPLE ACCESS (CDMA) BASED
TELECOMMUNICATIONS SYSTEM (HEREINAFTER
"CDMA SYSTEM" WITHIN
THE KINGDOM OF CAMBODIA
THIS LICENSE IS GRANTED ON THE 26TH DECEMBER, 1996, WHEREBY:
THE MINISTRY OF POSTS AND TELECOMMUNICATIONS OF THE KINGDOM OF CAMBODIA (MPTC)
HEREBY GRANTS A LICENSE TO PROVIDE AND OPERATE A CDMA BASED TELECOMMUNICATIONS
SYSTEM (HEREINAFTER "LICENSE") WITHIN THE KINGDOM OF CAMBODIA TO:
AMERICAN CAMBODIAN TELECOM, LTD., (HEREINAFTER "PORTACOM"), A TO BE FORMED
CAMBODIAN LIMITED LIABILITY COMPANY INCORPORATED UNDER THE LAWS OF THE KINGDOM
OF CAMBODIA, WHOSE PRINCIPAL SHAREHOLDERS ARE:
PORTACOM WIRELESS, INC. AND
KHMER SAMEKY TELECOM CO., LTD; AND
MINISTRY OF POSTS AND TELECOMMUNICATIONS (MPTC)
THE LICENSE IS GRANTED SUBJECT TO THE FOLLOWING TERMS AND CONDITIONS:
1. THE CDMA SYSTEM
THE CDMA SYSTEM IS DESCRIBED HEREIN AS:
A. CDMA TECHNOLOGY IS DEFINED AS CODE DIVISION MULTIPLE ACCESS
TELECOMMUNICATIONS TECHNOLOGY AND OR OTHER PCS EQUIVALENT ADVANCED
TECHNOLOGY OPERATED ON THE 1900 MHZ FREQUENCY BAND;
B. IN THE DEVELOPMENT OF THIS CDMA SYSTEM, PORTACOM SHALL HAVE THE RIGHT TO
INSTALL AND OPERATE BASE STATIONS, CELLULAR SWITCH EXCHANGES AND ANY OTHER
FACILITIES AND EQUIPMENT DIRECTLY INVOLVED IN THE PROVISION DEVELOPMENT AND
OPERATION OF A PCS 1900 BASED MOBILE CELLULAR SYSTEM, NOT INCLUDING THE
WIRELESS LOCAL LOOP (WLL) SYSTEM;
C. THE LICENSE COVERS THE ENTIRE TERRITORY OF THE KINGDOM OF CAMBODIA.
2. ALLOCATION OF RADIO SPECTRUM
A. PORTACOM WILL HAVE USE, DURING THE VALIDITY OF THE LICENSE, AND ANY
EXTENSION THEREOF, OF FREQUENCIES WITHIN THE BANDS 1900 MHZ TO OPERATE THE
CDMA SYSTEM. MPTC UNDERTAKES THAT THERE WILL BE NO INTERFERENCE WITHIN THESE
BANDS 1870 - 1879.8 MHZ AND 1950- 1959.8 MHZ OR A MINIMUM WORKABLE FREQUENCY
FOR CDMA SYSTEM WITH PCS 1900 ASSIGNED TO PORTACOM;
B. THE FOLLOWING ARE THE INITIAL NON-EXCLUSIVE MICROWAVE FREQUENCY ALLOCATIONS
AND ASSIGNMENTS OF THE LICENSE:
I. LONG HAUL: THE 7 OR 8 GHZ BAND AND THE 2 GHZ BAND.
II. SHORT HAUL: 15 GHZ BAND (14400-15350 MHZ).
THE FREQUENCY ASSIGNMENT SHALL BE MADE ON A CASE BASIS AND SUCH APPROVAL
WOULD NOT BE UNREASONABLY WITHHELD.
C. ADDITIONAL BANDWITH FOUND TO BE NEEDED TO EXPAND AND ENHANCE THE CDMA SYSTEM
WILL NOT BE UNREASONABLY WITHHELD BY THE MPTC.
D. PORTACOM WILL RECEIVE ADDITIONAL BANDS AS REQUIRED FOR CAPACITY REASONS,
AND/OR TO PROVIDE NEW CDMA SYSTEM RELATED SERVICES THAT MAY BE DEVELOPED
THROUGH NEW TECHNOLOGY, IF THE FREQUENCIES ARE AVAILABLE;
E. PORTACOM SHALL PAY FOR THE FREQUENCY AS CONTAINED IN THE GENERAL TARIFF OF
MPTC.
F. FOR THE ALLOCATION OF ADDITIONAL MICROWAVE FREQUENCIES, APPROVED BY MPTC,
PORTACOM SHALL NOTIFY THE MPTC, NOT LATER THAN THREE (3) MONTHS PRIOR TO THE
START OF INSTALLATION OF THE SYSTEM EQUIPMENT, OF THE APPLICABLE OPERATING
PARAMETERS (E.G. PREFERRED FREQUENCIES, TRANSMISSION POWER, ANTENNA SITES AS
WELL AS TYPES, HEIGHT AND OTHER PERTINENT INFORMATION) NECESSARY FOR CO-
ORDINATION OF FREQUENCY ALLOCATIONS. THE MPTC WILL RESPOND WITHIN THIRTY
(30) DAYS, TO SUCH REQUEST.
3. SYSTEM LINKS
A. PROVIDED THAT THE MPTC HAS SUITABLE EXCESS TRANSMISSION CAPACITY EXISTING
BETWEEN TWO LOCATIONS, PORTACOM SHALL HAVE THE RIGHT TO LEASE SUCH CAPACITY
WHEN PORTACOM EXPANDS THE CDMA SYSTEM COVERAGE. WITHIN AN APPROPRIATE PERIOD
OF TIME, (NOT TO EXCEED 90 DAYS AFTER PORTACOM'S FORMAL REQUEST TO THE MPTC)
PORTACOM HAS THE RIGHT TO INSTALL AND OPERATE ANY TRANSMISSION
INFRASTRUCTURES THAT IT MAY REQUIRE FOR USE SOLELY WITHIN ITS OWN SYSTEM.
THE TRANSMISSION INFRASTRUCTURE MAY CONSIST OF MICROWAVE, SATELLITE, OR
CABLE SYSTEMS OR ANY OTHER APPROPRIATE TECHNOLOGY CONSISTENT WITH ITU
STANDARDS, OR SUCH STANDARDS THAT MIGHT BECOME AVAILABLE WITH TECHNOLOGICAL
DEVELOPMENTS.
C. PORTACOM HAS THE ADDITIONAL RIGHT TO LEASE THE TRANSMISSION CAPACITY OF
OTHER PUBLIC NETWORK OPERATORS TO UNDERTAKE THESE CONNECTIONS.
4. INTERNATIONAL TRAFFIC
PORTACOM SHALL HAVE THE RIGHT TO PROVIDE INTERNATIONAL TELEPHONE SERVICE TO
ITS CUSTOMERS BY MEANS OF INTERCONNECTION TO THE PUBLIC SWITCHED TELEPHONE
NETWORK (PSTN) AND/OR OTHER AUTHORIZED INTERNATIONAL GATEWAYS (ISC).
5. COMPLEMENTARY AND VALUE ADDED SERVICES
PORTACOM WILL OFFER A STANDARD RANGE OF BASIC CELLULAR SERVICES TO ITS
CUSTOMERS, WHICH WILL INCLUDE VOICE, DATA ( FOR CDMA PCS 1900 SYSTEM), AND
FACSIMILE (SERVICE). PORTACOM MAY ALSO, AND SUBJECT TO MPTC APPROVAL, OFFER
ADDITIONAL VALUE ADDED SERVICES AS DEVELOPED OVER TIME.
6. COVERAGE
A. PORTACOM WILL SUBMIT A ROLL OUT SCHEDULE DEFINING COVERAGE TARGETS TO MPTC
FOR ITS INFORMATION AND COMMENT.
B. PORTACOM SHALL PREPARE AND SUBMIT TO MPTC BEFORE THE END OF EACH CALENDER
YEAR ITS CURRENT FIVE-YEAR BUSINESS AND DEVELOPMENT PLAN.
7. INTERNATIONAL STANDARDS
PORTACOM SHALL APPLY ACCEPTED INTERNATIONAL STANDARDS, INCLUDING BUT NOT
LIMITED TO THOSE OF THE ITU, FOR THE CONSTRUCTION AND OPERATION OF THE CDMA
SYSTEM. IN THE ABSENCE OF SUCH STANDARDS, PORTACOM SHALL, TO THE EXTENT
PRACTICAL, FOLLOW PREVAILING AND ACCEPTED INTERNATIONAL PRACTICES. PORTACOM,
AND SUBJECT TO MPTC APPROVAL, MAY SUBSTITUTE OR COMPLEMENT EXISTING
TECHNOLOGY WITH SUCH TECHNOLOGY THAT MIGHT BE DEVELOPED AND BECOME AVAILABLE
LATER DURING THE VALIDITY OF THIS LICENSE.
8. TERMINAL EQUIPMENT
A. PORTACOM SHALL ENSURE THAT ONLY TERMINAL EQUIPMENT WHICH COMPLIES WITH CDMA
SYSTEM STANDARDS, IS CONNECTED TO THE SYSTEM.
B. PORTACOM MAY REFUSE TO TRANSMIT CALLS OR OTHER COMMUNICATIONS ON ITS CDMA
SYSTEM WHERE TERMINAL OR OTHER EQUIPMENT MAY CAUSE DAMAGE OR INTERFERENCE.
C. PORTACOM SHALL BE OBLIGED TO CONNECT TERMINAL EQUIPMENT THAT MEETS THE CDMA
SYSTEM STANDARDS, COMPLY WITH PORTACOM'S REGISTRATION REGULATION AND IS
LEGALLY IMPORTED INTO CAMBODIA UNDER PROPER CUSTOMS FORMALITY AND WHICH IS
NOT NECESSARILY PROCURED THROUGH PORTACOM.
D. PORTACOM SHALL HAVE THE RIGHT TO SELL TO CUSTOMERS ANY AND ALL TYPES OF
TERMINALS, DEVICES AND HANDSETS FOR USE THE CDMA PCS 1900 SYSTEM.
9. INTERCONNECTION
A. PORTACOM SHALL BE ENTITLED TO INTERCONNECT THE CDMA SYSTEM WITH THE PSTN AND
OTHER TELECOMMUNICATION OPERATOR NETWORKS AS CONTAINED IN THE MPTC
INTERCONNECT REGULATION AND/OR, IF NECESSARY, A SEPARATE INTERCONNECT
AGREEMENT WITHIN THREE MONTHS OF THE GRANTING OF THE LICENSE.
B. MPTC WILL PROVIDE SUFFICIENT CAPACITY FOR PORTACOM'S CDMA SYSTEM'S
REQUIREMENTS AT THE LOCAL TRUNK AND INTERNATIONAL LEVEL AT ALL TIMES.
10. ALLOCATION OF NUMBER
A. PORTACOM SHALL BE ASSIGNED A UNIQUE AND EXCLUSIVE ACCESS CODE FOR THE
OPERATION OF ITS CDMA SYSTEM WITHIN THE FRAMEWORK OF THE MPTC'S NATIONAL
NUMBERING PLAN.
B. PORTACOM SHALL APPLY FOR AND BE GRANTED SUFFICIENT TELEPHONE NUMBERS BY MPTC
TO FULFILL ITS REQUIREMENTS FOR THE DURATION OF LICENSE.
11. DIRECTORY INFORMATION
A. PORTACOM SHALL USE ITS BEST ENDEAVORS TO ENSURE THAT ITS CUSTOMERS HAVE
ACCESS TO THE DIRECTORY ASSISTANCE SERVICES OF OTHER CAMBODIAN
TELECOMMUNICATIONS PROVIDERS.
B. PORTACOM SHALL FURNISH ALL APPROPRIATE INFORMATION CONCERNING ITS CUSTOMERS
TO MPTC FOR PUBLICATION IN THE NATIONAL TELEPHONE DIRECTORY EXCEPT WHERE
PORTACOM'S CUSTOMERS HAVE REQUESTED THAT SUCH INFORMATION REMAIN
CONFIDENTIAL.
12. EMERGENCY SERVICES
A. PORTACOM WILL PROVIDE ITS CUSTOMERS ACCESS TO THE NATIONAL EMERGENCY
SERVICES IN CAMBODIA FREE OF CHARGE VIA INTERCONNECTION WITH THE PSTN.
B. AS ALLOWED BY THE CUSTOMER'S EQUIPMENT, ALL EMERGENCY CALLS ORIGINATING ON
THE CDMA SYSTEM WILL BE ACCEPTED.
13. PERFORMANCE GUARANTEES
A. PORTACOM AGREES TO ESTABLISH A RELIABLE CONTROL AND QUALITY MEASUREMENT
SYSTEM FOR ITS SERVICES TO ENSURE COMPLIANCE WITH ITU AND OTHER ESTABLISHED
STANDARDS AND PRACTICES, OR DEVELOPING TECHNOLOGY THAT BECOMES COMMERCIALLY
AVAILABLE AND REASONABLY SATISFACTORY TO THE MPTC.
B. PORTACOM SHALL DEMONSTRATE ITS ABILITY TO COMPLY WITH THE FOLLOWING
REQUIREMENTS:
I) THE CDMA MOBILE CELLULAR OPERATION MUST BE DESIGNED TO PROVIDE SERVICE
ON A CONTINUOUS BASIS 24 HOURS A DAY, 365 DAYS A YEAR;
II) PORTACOM WILL HAVE AN OBLIGATION TO ENSURE THAT ALL NETWORK FAILURES
WILL BE RECTIFIED AND SERVICE RESTORED WITHOUT UNDUE DELAY.
III) THE GENERAL SERVICE QUALITY SHALL BE ACCEPTABLE IN ACCORDANCE WITH ETSI
(EUROPEAN TECHNICAL STANDARD INSTITUTE) OR EQUIVALENT AMERICAN
INSTITUTE FOR CDMA STANDARDS.
IV) PORTACOM WILL USE ITS BEST ENDEAVORS TO MINIMIZE DOWN-TIME FOR
ESSENTIAL MAINTENANCE AND SYSTEM DEVELOPMENT.
14. SECURITY ASPECTS
A. IN ACCORDANCE WITH CAMBODIAN LAW, AND DULY REQUESTED BY THE RELEVANT
AUTHORITY(IES), PORTACOM SHALL PROVIDE THE FACILITIES TO MONITOR THE
COMMUNICATIONS, THE COST FOR THIS IS TO BE BORN BY THE RESPECTIVE
AUTHORITY(IES).
B. IN THE EVENT OF A BONA FIDE NATIONAL SECURITY CRISIS, AND AT THE REQUEST OF
THE RELEVANT AUTHORITY(IES) AND IN COMPLIANCE WITH CAMBODIA LAW, THE CDMA
SYSTEM SERVICES AND CAPACITIES SHALL BE PUT AT THEIR DISPOSAL TO THE EXTENT
NECESSARY. HOWEVER, THE INCOME DERIVED FROM NORMAL COMMERCIAL COMMUNICATIONS
DURING ANY SUCH PERIOD OF CRISIS SHALL NEVERTHELESS BE COLLECTED AND SHALL
CONSTITUTE PORTACOM REVENUE
15. RELATIONS WITH CUSTOMERS
A. PORTACOM SHALL MAKE ITS SERVICES AVAILABLE TO THE GENERAL PUBLIC ON FAIR
REASONABLE BASIS AND TERMS; PORTACOM SHALL ALSO PROVIDE ITS SERVICES ON A
NON-DISCRIMINATORY BASIS.
B. PORTACOM SHALL OFFER A SERVICE AGREEMENT TO ALL OF ITS CUSTOMER ESTABLISHING
TERMS AND CONDITIONS OF SERVICE IN ACCORDANCE WITH THE LICENSE.
16. TARIFF AND BILLING
A. TARIFFS FOR SERVICES PROVIDED IN THE CDMA SYSTEM WILL BE DETERMINED BY
PORTACOM WITHIN THE REGULATION SET BY MPTC.
B. PORTACOM SHALL PUBLISH THE TARIFFS TERMS AND CONDITIONS FOR ITS STANDARD
AND SERVICE AT LEAST ONCE A YEAR AND SHALL KEEP ITS CUSTOMERS CONTINUALLY
INFORMED OF ANY CHANGES THEREOF.
C. THE PORTACOM BILLING SYSTEM SHALL COMPILE DATA ABOUT ITS CUSTOMER'S USE OF
THE CDMA SYSTEM'S SERVICES INCLUDING THE CALLING AND CALLED NUMBERS AND THE
DATE, TIME AND DURATION OF CALLS AS WELL AS ANY OTHER INFORMATION CONSIDERED
OF VALUE. SUCH INFORMATION SHALL BE AVAILABLE TO THE CUSTOMERS CONCERNED,
INCLUDING THE INTERCONNECTED OPERATORS/NETWORKS.
D. PORTACOM IS AUTHORIZED TO DIRECTLY INVOICE AND COLLECT FOR ALL SERVICES
PROVIDED TO ITS CUSTOMERS.
E. PORTACOM MUST SUBMIT THE UNAUDITED BALANCE SHEET OF THE COMPANY TO MPTC
EVERY THREE (3) MONTHS.
17. ACCOUNT SETTLEMENTS
A. PORTACOM SHALL MAKE PAYMENTS FOR ITS USE OF THE MPTC NETWORK AND FACILITIES
INCLUDING INTERNATIONAL TRAFFIC WITHIN TWO (2) MONTHS AFTER THE INVOICE
DATE.
B. PORTACOM SHALL MAKE PAYMENTS TO MPTC FOR THE REVENUE AND PROFIT SHARING
WITHIN THREE (3) MONTHS AFTER THE FINAL AUDIT OF THE FINANCIAL STATEMENTS IS
COMPLETED.
C. PENALTY PAYMENTS SHALL BE MADE BY PORTACOM FOR LATE PAYMENT AS DETERMINED BY
THE MINISTRY OF FINANCES GUIDELINES.
D. IF PAYMENTS ARE NOT MADE WITHIN SIX (6) MONTHS FROM THE DUE DATE WITHOUT
REASONABLE CAUSE THE MPTC MAY, AT ITS OWN DISCRETION, SUSPEND PORTACOM
OPERATIONS.
18. PROVISION OF INFORMATION
A. PORTACOM WILL PROVIDE TO MPTC WITH TECHNICAL, ADMINISTRATIVE AND FINANCIAL
INFORMATION REASONABLY REQUIRED FOR THE CONTROL OF AND COMPLIANCE WITH THE
TERMS OF THE LICENSE.
B. PORTACOM SHALL PRODUCE A YEARLY AUDITED REPORT IN ACCORDANCE WITH
ESTABLISHED INTERNATIONAL ACCOUNTING PRACTICES THAT MEET THE REQUIREMENTS OF
THE CONCERNED CAMBODIA FISCAL AND FINANCIAL AUTHORITIES, AND SHALL SUBMIT
THE SAME TO MPTC.
C. ALL INFORMATION THAT MPTC OBTAINS, REGARDING PORTACOM, ITS OPERATIONS AND/OR
THE CDMA SYSTEM, IS PRIVILEGED AND CONFIDENTIAL AND SHALL BE TREATED AS SUCH
AND KEPT CONFIDENTIAL WITH THE EXCEPTION OF SUCH INFORMATION THAT MUST BE
DISCLOSED ACCORDING TO CAMBODIAN LAW.
19. FISCAL AND ADMINISTRATIVE MATTERS
TO THE EXTENT ALLOWED BY CAMBODIAN LAWS, RULES AND REGULATIONS, MPTC
UNDERTAKES TO ASSIST IN OBTAINING APPROVALS FOR THE FOLLOWING:
I) WORKING PERMITS FOR NON-CAMBODIAN STAFF AS REQUIRED BY PORTACOM;
II) DUTY-FREE IMPORT OF NECESSARY TELECOMMUNICATIONS EQUIPMENT;
III) ASSIST WHERE POSSIBLE, WITH THE RECRUITING OF VARIOUS CATEGORIES OF
QUALIFIED CAMBODIAN MANAGEMENT AND WORKING PERSONNEL.
20. LICENSE TERMS
20.1 DURATION
THE LICENSE SHALL BE VALID FOR A TOTAL OF TWENTY FIVE (25) YEARS FROM THE
ORIGINAL CONTRACT DATE, WHICH IS 26TH DECEMBER, 1996.
20.2 EXTENSION
PRIOR TO THE END OF TWENTY FIVE (25) YEARS LICENSE PERIOD, PORTACOM MAY
WRITE TO MPTC FOR AN EXTENSION OF THE LICENSE, IF IT SO DESIRES.
20.3 ASSIGNMENT OF RIGHTS
A. PORTACOM MAY NOT ASSIGN, TRANSFER OR DISPOSE OF THE LICENSE OR THE
RIGHTS DERIVED THEREFROM IN FAVOR OF THE THIRD PARTIES WITHOUT THE PRIOR
APPROVAL OF MPTC.
B. SUBJECT TO THE APPROVAL OF MPTC, PORTACOM MAY SUBCONTRACT TO OTHER
PARTIES FOR THE PROVISION OF SERVICES AND/OR EQUIPMENT WITH MAY BE
PROVIDED BY PORTACOM UNDER THE TERMS OF THIS LICENSE.
20.4 CDMA SYSTEM OWNERSHIP
UPON THE EXPIRATION OF THE LICENSE, OR ANY EXTENSION, OR IN THE EVENT OF
EARLY TERMINATION OF THE CONTRACT THEREOF, PORTACOM SHALL TRANSFER TITLE TO
AND OWNERSHIP OF ALL OF ITS ASSETS TO THE MPTC AT NO COST.
21. CONFIDENTIALITY
A. PORTACOM SHALL ASSURE CONFIDENTIALITY OF INFORMATION RECEIVED FROM OR
CONCERNING ITS CUSTOMERS AS WELL AS ANY THIRD PARTIES, AND SHALL NOT
DISCLOSE ANY SUCH INFORMATION WITHOUT THE EXPRESS WRITTEN AGREEMENT OF THOSE
CONCERNED.
B. CONFIDENTIAL INFORMATION SHALL BE USED EXCLUSIVELY FOR THE PURPOSE FOR WHICH
IT WAS DISCLOSED.
C. IN THE EVENT THAT ANY CONFIDENTIAL INFORMATION, AS MENTIONED ABOVE, IS
REQUIRED IN ACCORDANCE WITH CAMBODIAN LAW, THIS WILL BE DISCLOSED TO THE
RELEVANT AUTHORITY(IES) FOLLOWING DUE FORMAL PROCEDURE.
22. APPLICABLE LEGISLATION
A. PORTACOM'S ACTIVITIES DETERMINED BY THE CONDITIONS OF THIS LICENSE ARE
GOVERNED BY CAMBODIAN LEGISLATION AND BY THE TERMS OF THIS LICENSE, AS WELL
AS BY ANY PACT, AGREEMENTS AND TREATIES SUBSCRIBED AND RATIFIED BY THE ROYAL
GOVERNMENT OF THE KINGDOM OF CAMBODIA.
B. IN THE EVENT OF NEW LAWS OR CHANGES OF INTERPRETATION OF EXISTING LAWS IN
ANY ADVERSE WAY AFFECT THE COMMERCIAL OR OPERATING CONDITIONS UNDER THIS
LICENSE, THE MPTC AGREES TO MAKE THE NECESSARY ADJUSTMENT TO ENABLE A
CONTINUATION OF THE OPERATION OF THE CDMA SYSTEM AND SERVICES UNDER
UNCHANGED COMMERCIAL AND OPERATIONAL CONDITIONS.
23. GENERAL
THIS AGREEMENT HAS BEEN PREPARED IN ENGLISH AND TRANSLATED INTO AVERSION IN
KHMER. IN THE EVENT OF ANY DISPUTE AND/OR ARBITRATION CONCERNING THE
LICENSE, INCLUDING ANY QUESTION REGARDING ITS EXISTENCE, INTERPRETATION,
VALIDITY OR TERMINATION, THE ENGLISH VERSION SHALL CONTROL.
ISSUED BY: SECRETARY OF STATE
MINISTRY OF POSTS AND TELECOMMUNICATIONS OF CAMBODIA (MPTC)
BY: /s/ H. E. SO KHUN
-----------------------------------
NAME: H. E. SO KHUN
TITLE: SECRETARY OF STATE
ACCEPTED BY LICENSEE: PORTACOM, LTD.
BY: /s/ PAUL R. CARR
--------------------------------
AUTHORIZED SIGNATURE OF PAUL R. CARR
VICE PRESIDENT AND MANAGING DIRECTOR
KHMER SAMEKY TELECOM CO., LTD
BY: /s/ SARUN OEURN
---------------------------------
AUTHORIZED SIGNATURE OF SARUN OEURN
PRESIDENT & CEO
KINGDOM OF CAMBODIA
-------------------
NATION-RELIGION-KING
--------------------
MINISTRY OF POSTS
AND TELECOMMUNICATIONS
PHNOM PENH
TEL. 426 820
APPENDIX 1
----------
(ATTACHED TO THE JOINT VENTURE AGREEMENT FOR
THE PROVISION OF OPERATION OF CDMA BASED
TELECOMMUNICATIONS SYSTEM BETWEEN MPTC AND
PORTACOM WIRELESS INC.)
THE MINISTRY OF POSTS AND TELECOMMUNICATIONS UNDERTAKES TO GRANT A LICENSE TO
PORTACOM FOR THE PROVISION AND OPERATION OF PAGING SERVICE WITHIN THE KINGDOM OF
CAMBODIA.
PORTACOM SHALL PAY THE LICENSE FEES AS DETERMINED BY THE MINISTRY OF POSTS AND
TELECOMMUNICATIONS.
DATED 26 DECEMBER 1996
THE SECRETARY OF STATE
/s/ SO KHUN
-----------------------
SO KHUN