Telecommunication License - Prepared By TNT Filings Inc.




                              
                            
                          
                        
                      
                    
                  
                
              
            
          
        
      
    
  

 



Exhibit 4.10

Prague, 23 February 2005 

Ref. No. 9142/2005-610 

The Czech Telecommunications Office (hereinafter the "Office") as a competent
authority of the state administration hereby issues, pursuant to section 102
(1), section 95 (3) (a) and section 14 (1) (a) onwards of Act No. 151/2000
regulating telecommunications and amending other acts, and based on the
application of 2 February 2005 and tender announced on 11 February 2005 the
following Decision on granting 


TELECOMMUNICATION LICENCE 

to establish and operate public mobile telecommunication network under the
UMTS standard 


to the company                                
Oskar Mobil a.s. 

with the registered office at            
Prague 10, Vinohradská 167, 

business identification number      25 78 80 01 


(hereinafter referred to as the "Telecommunication Licence Holder") 

within the following extent and under the following conditions: 

A. TYPE AND SCOPE OF PUBLIC TELECOMMUNICATION NETWORK 

	
  The Telecommunication Licence Holder is entitled to
  establish and operate public mobile telecommunication network under the UMTS
  standard (hereinafter the "Telecommunication Network") through which mobile
  telecommunication services will be provided on the whole territory of the
  Czech Republic. 

 

	
  The telecommunication network under clause 1 consists of
  base stations of the Telecommunication Network in the frequency band 2.1 GHz,
  fixed connections operated by the Telecommunication Licence Holder in the
  frequency band 28 GHz or in other bands determined for this purpose, or
  established by means of metallic or optical lines or lines leased from
  authorised operators and other telecommunication equipment necessary for the
  Telecommunication Network operation. The licence holder will be entitled to
  use the frequencies allocated 







  hereunder also for a network under another standard if this will be in
  accordance with valid international recommendations. 



	
  The telecommunication network is interconnected with
  telecommunication networks of other operators in technically feasible places
  of the Telecommunication Network agreed upon with the authorized operators of
  the telecommunication networks. 

 

	
  The Telecommunication Licence Holder is entitled to
  conclude agreements with foreign entities to interconnect the
  Telecommunication Network operated by the Telecommunication Licence Holder
  with the telecommunication networks of other authorized operators to provide
  international telecommunication services from other countries to the Czech
  Republic and from the Czech Republic to other countries. 



B. FREQUENCY BANDS ALLOCATED TO TELECOMMUNICATION NETWORK 

	
  The following frequency bands have been allocated to the
  Telecommunication Licence Holder for the Telecommunication Network under
  clause 1: a) in 2.1 GHz band: 2130,1 - 2149,9 MHz - base station transmitter - FDD, 1940,1
  - 1959,9 MHz - base station receiver - FDD, 1905,1 - 1910,1 MHz - base station
  transmitter and receiver - TDD, b) in 28 GHz band: 28220,5 -
  28276,5 / 29228,5 - 29284,5 MHz. Protection sections of 28 MHz width, which
  divide the allocated spectrum from the spectrum allocated to other licence
  holders, can be used for fixed infrastructure of the telecommunication network
  only after an agreement between the operators concerned and the Office. 

 

	
  Conditions of using the allocated frequencies by BTSs,
  including principles of their national and international coordination are
  specified in the permits to operate transmission radio equipment issued by the
  Office based on an application pursuant to section 57 of the
  Telecommunications Act. Conditions of using the allocated frequencies by
  mobile stations are specified in respective general licence. 

 

	
  The Telecommunication Licence Holder is entitled to make
  decisions, at its discretion, on using the frequencies by BTSs within the
  scope of allocated frequency bands laid down in clause 5 above. The
  Telecommunication Licence Holder is obliged to co-ordinate the using of the
  allocated frequencies with other UMTS telecommunication network operators
  whose frequencies are adjacent to the frequencies allocated to the
  Telecommunication Licence Holder, or with other operators if the coordination
  is necessary. The Office shall provide the Telecommunication Licence Holder at
  his request with the data necessary for the co-ordination of the allocated
  frequencies. 






	
  At the Licence Holder's request, the Office shall carry out
  international coordination and national co-ordination of the frequencies being
  used according to international and national agreements in effect. Without a
  written confirmation by the Office on positive settlement of the international
  and national coordination, no base station can be put into operation. Pursuant
  to international and national agreements the Office may delegate the
  Telecommunication Licence Holder to carry out the co-ordination. Conditions of
  the co-ordination will be determined in the permits to operate transmission
  radio equipment under clause 6. 

 

	
  After a prior consent given by the Office, the
  Telecommunication Licence Holder is entitled to exchange, from case to case,
  the allocated UMTS frequencies with frequencies allocated to another UMTS
  telecommunication network operators provided that such an exchange is
  necessary due to compatibility with networks of other UMTS telecommunication
  networks operators, is limited to particular places, is justified with
  technical requirements and is not misused for restriction of competition when
  providing the telecommunication services. Both operators interested in the
  exchange of the frequencies shall submit an application to the Office. 

 

	
  Two times in a year, always at 31 January and at 31 July of
  each year, the Telecommunication Licence Holder is obliged to submit the
  Office a summary of all base stations operated at the end of the previous
  half-year and technical parameters of these base stations. 

 

	
  In co-operation with operators of other UMTS
  telecommunication networks the Telecommunication Licence Holder shall also
  solve cases of mutual interference between telecommunication networks operated
  by these operators. Should the UMTS telecommunication network operators not
  agree on the method of the interference elimination, the dispute shall be
  settled by the Office. 



C. OTHER RIGHTS AND DUTIES 

	
  The Telecommunication Licence Holder, as a provider of the
  public telecommunication network under clause 1 hereof, is entitled to be
  awarded the Recognized Operating Agency statute pursuant to section 1008 of
  the Constitution of the International Telecommunication Union. 

 

	
  Pursuant to section 25 (1) (i) of the Act and in accordance
  with the obligations accepted as conditions of the tender, the
  Telecommunication Licence Holder is obliged to pay the licence fee in the
  amount of CZK 2,000,000,000 (in words Czech crowns two billion) in the manner
  determined within the tender. 



D. TELECOMMUNICATION NETWORK OPERATION COMMENCEMENT 

	The Telecommunication Licence Holder shall be obliged to put
  the telecommunication network into operation within the scope that will enable
  






  provision of services on at least 90 per cent of the Prague territory no
  later than on 1 January 2008. 



E. TELECOMMUNICATION LICENCE VALIDITY 

	
  The Telecommunication Licence is granted for the period of
  20 years following the date when the Decision on the Telecommunication Licence
  granting comes into force. 



SUBSTANTIATION 

Within the determined deadline Oskar Mobil a.s. submitted the
application for granting the telecommunication licence to establish and operate
public telecommunication network under UMTS standard and a bid to the tender
announced on 13 January 2005. The submitted application contained all requested
data and all necessary documents were attached thereto. The company has been
found solvent and has met other determined conditions. 

The bid of Oskar Mobil a.s. met all conditions of the tender
for granting the telecommunication licence to establish and operate public
mobile telecommunication networks specified in the tender announced on 13
January 2005 and the Assignment Documentation of the first level tender which
was taken over by Oskar Mobil on 17 January 2005. 

Based on the above data it can be stated that Oskar Mobil a.s.
has met all preconditions of the licence granting. By granting the licence to
establish and operate the public telecommunication network under UMTS standard,
the application of the company has been satisfied in full extent. 

INSTRUCTION 

An appeal against this Decision may be lodged to the Chairman
of the Czech Telecommunications Office within 15 days after the delivery hereof.
The appeal shall be submitted in two counterparts through the body which issued
the Decision, i.e. the Czech Telecommunications Office, Division of Regulation
of Telecommunication Networks and Services, with the registered office at
Sokolovská 219, Prague 9, Post Box 02, 225 02 Prague 025. 



  	Ing. Marek Ebert
	Division Director
	Regulation of
      Telecommunication
	Networks and
      Services







I have taken over the Licence on behalf of Oskar Mobil a.s. and waive the
right to appeal. 

In Prague on 23 February 2005 


  
    
      
        
          
            Václav Mach 

            birth number 670102/0689 

            signed ill. 

          

        

      

    

  



This Decision cane into legal force on 23 February 21005 

Czech Telecommunications Office 

Division of Regulation of Telecommunication Networks and Services 

On 23 February 2005 







AGREEMENT 

on granting a telecommunication licence to
establish and operate a public mobile telecommunication network under UMTS
standard 

and payment of the licence fee for the telecommunication licence 


Czech Republic - Czech Telecommunications Office 

with the registered office at Sokolovská 219, Prague 9 

represented by Ing. David Stádník, Chairman 

(hereinafter referred to as the "CTO") 

and 

Oskar Mobil a.s. 

Vinohradská 167 

Prague 10 

represented by Václav Mach, Director for External Affairs 

ICO: 25788001 

(hereinafter referred to as the "Operator") 

WHEREAS 

(A) The Operator participated in the 1st level
tender (hereinafter referred to as the "Tender") for granting the
telecommunication licence to establish and operate a public mobile
telecommunication network under UMTS standard (hereinafter referred to as the "UMTS
Licence") announced by the CTO on 13 January 2005 under Act No. 151/2000,
Telecommunications Act as amended (hereinafter referred to as the "Telecommunications
Act"), and 

(B) The CTO decided, based on the Tender results, to grant the
UMTS Licence to the Operator; 

THE FOLLOWING AGREEMENT HAS BEEN ENTERED INTO 


1. 
UMTS LICENCE GRANTING 


The CTO undertakes to grant the Operator the
UMTS Licence the conditions of which are set forth in Annex No. 1 hereto. The
CTO's commitment to grant the UMTS Licence is conditioned by concluding this
Agreement by the Operator. 


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2.  PAYMENT COMMITMENTS 


2.1 With regard to the fact that
conditions of the Tender for the UMTS Licence granting included also the licence
fee settlement, the Operator undertakes to pay the CTO the licence fee in the
amount of CZK 2,000,000,000 (in words Czech crowns two billion) in the manner as
described in Annex No. 2. 


2.2 If the commitment to pay the
first instalment of the licence fee is not fulfilled within 31 December 2005,
the CTO is entitled to decide on the UMTS Licence withdrawal. At the same time,
the Operator's commitment to pay the licence fee shall cease to exist. In such a
case the Operator will pay the Office the fine of CZK 500,000,000 (in words
Czech crowns five hundred million) for the breach of the commitment to pay the
licence fee in time hereunder. 


2.3 In the event of a delay in
payment of the second instalment and any other of the following instalments of
the licence fee under Annex No. 2, the Operator shall pay the CTO late charges
in the amount of 0.1% of the due amount for each day of delay. However, the
period of the delay may last 30 days as maximum and shall start to run on the
first day following the maturity day of the due instalment. If such due
instalment of the licence fee, including the late charges, is not paid to the
CTO on the last day of the said period at the latest, the CTO is entitled to
decide on the UMTS Licence withdrawal. 


2.4 To exclude any doubts, the
Operator's commitment under the previous paragraph exists in addition to his
statutory duty to pay the administration fee of CZK 100,000 (in words Czech
crowns one hundred thousand) (article 111, part VIII of Act No. 634/2004 Coll,
Administration Fee Act) prior to the telecommunication licence granting. 


2.5 The hereinabove obligations shall be fulfilled
on the day when the funds are credited to the CTO account. 


3. NOTICES 


Any notice hereunder shall be delivered by
either Party to the other Party hand-to-hand delivery or as registered mail to
the address specified below or to the address in the Czech Republic which the
respective Party notifies in writing to the other Party. Each Party is obliged
to notify a change of the delivery address to the other Party without undue
delay. 

	CTO	 
	Name:	Český telekomunikační úřad
	Registered office:	Sokolovská 219
	 	Prague 9
	Mailing address:	Post box 02,
	 	225 02 Prague 025
	 	Czech Republic
	 	 
	Operator	 



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	Name:	Oskar Mobil a.s.
	Registered office:	Vinohradská 167,
    Prague 10
	Mailing address:	Vinohradská 167,
	 	100 00 Prague 10
	 	Czech Republic



4. COMMERCIAL CODE



This Agreement has been concluded under Act No. 513/1991
Coll., Commercial Code, as amended. 


5. JOINT AND FINAL
PROVISIONS 


5.1 To
exclude any doubts, it is confirmed that if the UMTS Licence is withdrawn from
the Operator after the Licence is issued by the CTO under the Telecommunications
Act (for example, due to a breach of duties under the Telecommunications Act,
due to a default in payment of the licence fee or at request of the Operator),
it shall not affect the right of the CTO to be paid the licence fee including
those parts of the licence fee that have not been paid by the Operator at the
time of the UMTS Licence withdrawal. 


5.2 Each
Party shall consider confidential and shall not release, directly or indirectly,
any information relating to this Agreement, the Tender or the application for
the UMTS Licence granting, the UMTS Licence granting or conditions or other
matters concerning the UMTS licence without a prior written consent of the other
Party. This limitation does not cover any part of the information which will
become publicly known in any other manner or in any other form not caused by any
Party or its employees, agents or representatives and shall not cover the
obligations of the CTO stipulated by legal regulations. 


5.3 This
Agreement constitutes an entire agreement of the Parties on the subject matter
hereof and shall replace any prior proposal, negotiation and agreement relating
to the subject matter hereof. 


5.4 This Agreement may be
changed or amended only based on a written agreement of both Parties. 


5.5 The Operator is not
entitled to assign the rights hereunder to any third party. 

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5.6 
This Agreement has been made in 2
counterparts in the Czech language of which each Party shall receive one. 


	CTO	 
	 	 
	By:	Signed ill
	 	 
	Name:	Ing. David Stádník
	 	 
	Title:	Chairman of the Czech
    Telecommunications Office
	 	 
	Date:	23 February 2005
	 	 
	 	 
	Operator	 
	 	 
	By:	Signed ill.
	 	 
	Name:	Ing. Václav Mach
	 	 
	Title:	Director for External
    Affairs
	 	 
	Date:	23 February 2005



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ANNEX NO. 1 

UMTS LICENCE CONDITIONS 


1. 
TECHNICAL CONDITIONS OF THE LICENCE 


1.1 
The Operator will be granted the
telecommunication licence to establish and operate the public mobile
telecommunication network under UMTS standard: 


  a)
  for provision of the UMTS services,
  sections of spectrum of wide 2 x 19,8 MHz with protection sections between
  allocations to UMTS operators of wide 200 kHz in bands 2130,1 - 2149,9 /
  1940,1 - 1959,9 MHz and a section of spectrum of wide 5 MHz in band 1905,1 -
  1910,1 MHz, 

  b)
  for fixed
  infrastructure of UMTS network, sections of spectrum of wide 2 x 56 MHz with
  protection sections between allocations to UMTS operators of wide 28 MHz in
  bands 28,2205 - 28,2765 / 29,2285 - 29,2845 GHz. Protection sections between
  allocations to UMTS operators can be used for fixed infrastructure of UMTS
  network only after an agreement between the UMTS operators involved. 
  




1.2 
The Operator will be entitled to use
the frequencies allocated within the UMTS licence also for the network and
services in another internationally accepted standard for sections of the
spectrum under article 1.1 letter a) above. 


2. 
OTHER CONDITIONS OF THE LICENCE 


2.1 
The Operator shall be obliged to launch
commercial provision of services to the public no later than on 1 January 2008
in the capital city of Prague, at least on 90 per cent of the city territory.
The provision of the services to the public shall be deemed to be the provision
thereof within such a scope of the functionality that will enable practical use
of the UMTS services by the public. 


2.2 
Under a contract with other operators, the
Operator may enable customers of such other operators to use the Operator's
network (intrastate roaming). 


2.3 
Under a contract with other
operators, the Operator may enable those operators to use its infrastructure
(capacity sharing). 


3. 
LICENCE TERM 


The UMTS Licence will be issued for the period of 20 years
from the Licence issue date. 


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4. LICENCE FEE



4.1 The Operator is obliged
to pay the licence fee in the amount set forth in article 2.1 hereof. 


4.2 The duty
to pay the licence fee is a condition of the Tender and exists in addition to
the statutory duty of the Operator to pay the administration fee in the amount
of CZK 100,000 (in words Czech Crowns one hundred thousand) for the
telecommunication licence issue. 


4.3 The Czech
Telecommunications Office may withdraw the licence if any instalment of the
licence fee is not paid. 

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