EXHIBIT 10.31
AMENDMENT NO. 1 TO
TECHNICAL ASSISTANCE AGREEMENT
This Amendment No. 1 to Technical Assistance Agreement is made as of July
23, 1997, among Saturn Communications Limited (the "Company"), a corporation
incorporated under the laws of New Zealand, formerly known as Kiwi Cable Co.,
Ltd., and UIH Asia/Pacific Communications, Inc. ("UIH"), a Delaware corporation,
as successor-in-interest to United International Holdings, Inc., and amends the
Technical Assistance Agreement dated as of July 8, 1994 among the parties (the
"Agreement").
In consideration of the mutual promises contained herein, the parties agree
as follows:
1. The Agreement is hereby amended to change all references to "Xxxx
International, Ltd." and "Xxxx" to "SaskTel Holding (New Zealand) Inc." and
"SaskTel," respectively.
2. Section 4.5 of the Agreement is hereby amended to read in its entirety
as follows:
4.5 Public Relations
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UIH shall assist the Company with its governmental and community
relations.
3. Section 7.3 is hereby amended to read in its entirety as follows:
7.3 UIH shall be entitled to receive a fee (the "Fee") of (a) 2.5%
of the gross revenues so long as SaskTel owns at least 20% or greater of the
Company or (b) if SaskTel owns less than 20% of the Company, the percentage of
the gross revenues equal to (i) 5% minus (ii) 5 multiplied by SaskTel's
ownership percentage interest in the Company.
4. The first sentence of Section 9 is hereby amended to read in its
entirety as follows:
This agreement shall be effective upon July 8, 1994, and shall expire
on July 23, 2007, or unless terminated earlier in accordance with Section
10 below.
IN WITNESS WHEREOF, the parties have caused this Amendment No. 1 to be
executed by their duly authorized representatives as of the date first set forth
above:
SATURN COMMUNICATIONS, LTD.
By:/s/ Xxxxxxx X. Xxxxx
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Xxxxxxx X. Xxxxx, Director
UIH ASIA/PACIFIC COMMUNICATIONS, INC.
By:/s/ Xxxxxxx X. Xxxxx
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Xxxxxxx X. Xxxxx, Chief Executive
Officer
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