EXHIBIT
4.8
Confidential
portions of this document have been omitted
pursuant to a request for confidential treatment
Dated this 15 th
day of November 2004
SUPPLEMENTAL
AGREEMENT
TO
THE
SUPPLY
CONTRACT OF 13 TH
MAY
2004
between
HUAWEI TECH
INVESTMENT CO. LIMITED
(hereinafter
referred to as the " Contractor ")
and
MANDARIN
COMMUNICATIONS LIMITED
(hereinafter
referred to as the " Buyer ")
1
SUPPLEMENTAL AGREEMENT
TO THE SUPPLY CONTRACT OF 13TH MAY 2004
This Agreement is made this 15
th day of November 2004 between
HUAWEI TECH INVESTMENT CO.
LIMITED , a company
incorporated in Hong Kong, having its office at Room 3610-13, The
Center, 99 Queen's Road Central, Hong Kong, and its accepted
assignees or legal successors (the " Contractor " or "
Huawei "); and
MANDARIN COMMUNICATIONS
LIMITED , a company
incorporated in Hong Kong, having its offices at 13 th
Floor, Warwick House, Taikoo Place, 979 King's Road, Hong Kong, and
its accepted assignees or legal successors (the " Buyer
").
WHEREAS:-
a) The parties have entered into a
Supply Contract on 13 th May 2004 (the " Supply
Contract ") governing the engineering, procurement,
construction and provision of the 3G Network by the Contractor to
the Buyer on a turnkey basis;
b) The parties wish to expedite the
Terms under the Supply Contract and the Contractor has agreed with
the Buyer that Works will be undertaken for all Phases on a
simultaneous basis;
c) The Buyer wishes to purchase from
the Contractor the Additional Equipment and Services set out in
Annex 15 as well as the Interim Equipment set out in Annex
17;and
d) The parties wish to enter into
this Supplemental Agreement on the terms and conditions below to
provide for the purchase of the Additional Equipment and Services
and the purchase of the Interim Equipment as well as to bring into
effect the consequential amendments to the terms and conditions of
the Supply Contract following therefrom.
NOW THEREFORE
, in consideration of the Contract
Price of this Supplemental Agreement and for other good and
valuable consideration, it is agreed as follows that:-
Interpretation
1.
i) This
Agreement is supplemental to the Supply Contract and unless
otherwise stated or required by the terms of this Agreement, words,
expressions and terms defined in the Supply Contract shall have the
same meaning and effect when used hereunder.
ii) This Agreement consists of the
terms and conditions contained in the body of this Agreement and
the following Annexes which shall be incorporated, read and
construed as part of this Agreement:-
2
Annex 15 -
Second Bill of Quantity of Equipment and Services
Annex 16 -
Revised LHI Model Sites ("Supplemental LHI Model Sites" and "Final
LHI Model Sites")
Annex 17 -
Interim Equipment
Annex 18 -
Revised Implementation Milestones
iii) In this
Agreement, the following words and expressions shall have the
following meanings:-
"
Additional Equipment and Services "
- means the additional equipment and services set out in Annex 15
to be purchased by the Buyer and to be delivered by the Contractor
pursuant to Delivery Requests of the Buyer.
" Contract
Price " of the Supplemental Agreement
- means the total costs set out in Annex 15.
" Interim
Equipment "
- means the equipment comprising of one hundred ninety three (193)
3802 C Node B referred to in Annex 15 and more specifically in
Annex 17 to be purchased by the Buyer and to be delivered by the
Contractor pursuant to Delivery Requests of the Buyer.
" Purchase
Price of the Interim Equipment "
- means the prices set out in Annex 17.
" Start
Date "
- means the date on which this Supplemental Agreement is
effective.
" Target
Launch Date "
- means six (6) months following the Start Date.
Amendments/Revisions to
Supply Contract
2.
i) This Agreement shall be conditional upon
and shall not become effective until the date upon which the
following conditions have been satisfied:-
3
a) this
Agreement is duly signed by the Buyer and the Contractor and each
party has given the other party written notice and confirmation of
its Board approving this Supplemental Agreement;
b) a copy of
any resolution of the shareholders of SUNDAY Communications Limited
approving the transactions contemplated by this Supplemental
Agreement required to comply with the Hong Kong Stock Exchange
listing rules, or if a waiver has been obtained in respect of such
requirement, evidence of such waiver; and
c) further
facility agreements have been duly executed and are effective with
additional Fac
