EX-10.10A











	






EXHIBIT 10.10A





Commercial Bank of
Kuwait



FACILITY(S)
CONTRACT



This contract is concluded
on 20/08/98 between: 








	1-The:	 	COMMERCIAL BANK OF KUWAIT	 		 
	   Address:	 	P.O BOX 2861, SAFAT 13029, KUWAIT	 	First Party: The Bank	 
	  
	2-Messrs:	 	TELESOURCE CNMI INC.	 		 
	   Address:	 	TI: 860 Parkview Blvd., Lombard,	 	Second Party: The Customer 	





	

Both being fully eligible
to agree and enter into contract agreed as follows: 



Item 1:
Description of Facilities & Limits



The Bank hereby agrees to
offer accommodation and banking facilities to the Customer unto the limit of USD
$25,000,000.00 $ TWENTY FIVE MILLION ) and an amount of — for foreign
exchange trading( ________________________ ) on his Account No. _______ with
______________________________ Branch and
__________________________________________________________________________
subject to the conditions stated below: 



Types of
Facilities









	1. 		LOAN
for USD25,000,000/ maximum to be used for a period of_________________________ at
3%+LIBOR p.a. _________________________________________________________________ 







	2. 		___________________
for _________________ maximum to be used for a period of_________________________ at
_____________% p.a.
___________________________________________________________________________ 







	3. 		___________________
for _________________ maximum to be used for a period of_________________________ at
_____________% p.a.
___________________________________________________________________________ 





	4. 		___________________
for _________________ maximum to be used for a period of_________________________ at
_____________% p.a.
___________________________________________________________________________ 





	5. 		___________________
for _________________ maximum to be used for a period of_________________________ at
_____________% p.a.
___________________________________________________________________________ 





	6. 		___________________
for _________________ maximum to be used for a period of_________________________ at
_____________% p.a.
___________________________________________________________________________ 





	7. 		___________________
for _________________ maximum to be used for a period of_________________________ at
_____________% p.a.
___________________________________________________________________________ 





	8. 		___________________
for _________________ maximum to be used for a period of_________________________ at
_____________% p.a.
___________________________________________________________________________ 







	


Item 2: Purpose
of Facilities



The Customer shall use the
facilities subject of this Contract for the purpose provided for i.e. Rescheduling of
exisiting loan.__________________________________________________________________ 



Item 3: Period
of Facilities



1. The facilities subject of this contract shall
become operative on  12/12/2001    and shall fall due for
repayment on 23/11/2005 without prejudice to the validity of this contract and the
enforceability of all the provisions herein contained upon the Customer until
the full satisfaction of all his obligations hereunder. 



2. The conditions contained
in the letter dated 12/12/2001 signed in acknowledgement of acceptance by the
Second Party shall form an integral part of this contract and complementary to
all terms and conditions herein contained. The Second Party’s default of
any such terms and conditions shall be deemed as default of this contract. 



Item 4:
Interests



1. The Bank will charge to
the daily balance of any overdrawn account related to the aforesaid facilities
the interest rate hereby specified in accordance with the Bank’s usual
practice, in the event that the daily overdrawn balances exceed the KD cash
limits agreed on hereunder, the Bank may calculate interest based on the maximum
limit of the contractual interest rate specified by the Central Bank of Kuwait
being on that date 4.25% p.s. or the rate to be specified, in future, by the
Central Bank of Kuwait, whichever higher. In respect of the daily overdrawn
foreign currency balances where the Customer exceed the agreed limits, interest
shall be at the rate of 4% p.a. over the rate stated in item (1) above. 

















	





Interest shall be
calculated tram the date on which the facility limits were exceeded until lull
settlement without prejudice to the Bank’s right to take the necessary
action to recover the excess amount plus accrued interests. 



2. Interests calculated in
accordance with the preceding paragraph shall become payable and charged to the
Customer’s account quarterly/semi-annually/annually as per the applicable
banking regulations without prejudice to the conditions of the loan(s) stated in
paragraph(2) of item (6) below. 



3. It is explicitly agreed
that the Bank shall not pay any Interest to the Customer on the credit balances
of his accounts on which these facilities have been granted. 



4. It is explicitly agreed
that the Bank may in the event of agreement to a variable interest rate
reconsider the agreed interest rate when charged to customer’s account at
the beginning of each interest period. Should the Bank opt to amend this rate,
the advice of debit to customer’s account applying the new rate shall be
binding upon him and deemed as notification to the customer of this rate. 



5. The Bank may, in respect
of any amounts which the Customer defaults the timely payment thereof, calculate
delay interest based on the maximum contractual interest rate specified by the
Central Bank of Kuwait on the date of such default or the maximum limit
specified throughout this contract whichever higher. Delay interest for foreign
currencies shall be calculated at 4% p.a. over the interest rate herein stated.
Calculation of delay interest shall be in the same manner as applicable to the
contractual interest rate stipulated above in accordance with the applicable
banking practice without prejudice to the Bank’s right to stop or cancel
these facilities pursuant It 



Item 5:
Commissions



Without prejudice to the
other items herein stated, the Bank charges a front-end commitment fee
(commitment Interest) at % pa. on the entire amounts of the overdraft facilities
granted hereunder. The Bank shall also charge on the non-cash facilities the
commissions specified in accordance with the banking rules applicable in the
Bank and the Customer acknowledges his full agreement thereto. These commissions
shall be charged In advance upon the utilization and extension of these
facilities from the date of such utilization up to the expiry date. 



Item 6:
Repayment



1. The Customer undertakes
to repay the outstanding debt balance, interests, commissions and expenses owing
from him hereunder on the due date pursuant to the provisions of this contract
without prejudice to the following paragraph of this item. 



2. The Customer shall
settle the loan (a) covered by these facilities amounting to USD 25,000,000/
— (US Dollars TWENTY FIVE MILLION ONLY in the following manner or
according to the attached payment schedule which forms an integral part hereof:
In lump sum/by ______________________________installments for KD ________ each
 (________________________________________ _____________ The first installment
shall fall due on / / and the last installment for KD ________________ (            ) on
   /            /    .
Interests are payable on a monthly basis or _____________________. 



3. The Bank may claim the
Customer for any difference In exchange rates in addition to expenses,
compensations and others incurred as a result of being granted or utilizing the
facilities subject of this contract The Bank may, inrespect of entering into
foreign currency forward sale contracts, also decide at any time to cancel this
type of facility and claim the Customer to pay the difference in exchange rates
in addition to related expenses, compensations and any other dues. 



Item 7: Default



If the Customer defaults
the timely payment of any amount or the satisfaction of any other obligation
hereunder, whatsoever, the Bank may cease or cancel the accommodation and
facilities subject of this contact without notice or warning or any other
action, taking into consideration that all amounts incurred hereunder and owing
from the Customer shall become immediately payable and the Bank may charge delay
interests on the outstanding amounts pursuant to Item (4) above. 



Item 8:
Acknowledgement of Account Balance



The Customer acknowledges that the
balance of his account(s) No. ______________________ with the Bank is in on / / plus
interest accrued on the said overdrawn balance as of         /        /       . 



Item 9: Bank
Books & Entries



The Customer acknowledges
the correctness of the Bank’s books and accounts which he accepts as
conclusive evidence of his obligations hereunder. He may not oppose to their
correctness in any manner, whatsoever, and waives his right to request the
auditing of the Bank’s books, accounts and entries under these obligations
by force of a court order. 



Item 10:
Acknowledgement of Account Statements



1. In the event that the Bank had
not received a written objection from the Customer as to the correctness of the account
statement within 15 days from the date such statement has been forwarded to him by
ordinary mail It shall be deemed as an acknowledgement on his part of the correctness of
the details contained In this statement and a final agreement to ail the entries therein
contained. 





















	





2. If the Customer had not received
the account statement within 15 days from the date of despatch (quarterly or as agreed)
and had not requested the Bank for same in writing within one week from that date, he may
not oppose against not having received it nor to the entries therein contained in any
manner, whatsoever. 



Item 11: Non
Assignment



The Customer may not assign
or waive his obligations hereunder In favor of others without the Bank’s
prior approval in writing. 



Item 11: Non
Assignment



The Customer may not assign
or waive his rights or obligations hereunder to others without the Bank’s
prior written approval. The customer acknowledges that the Bank may at any times
assign its rights hereunder without the customer’s prior consent. 



Item 12: Other
Conditions & Provisions



1. If there is any conflict
between the terms herein and the terms and conditions set out in the attached
Term sheet dated 12/12/2001, theTerm Sheet’s terms and conditions shall
prevail. 



2. All types of accounts,
whatsoever, opened and existing in the Customers name & to be opened in his
name in future with the Bank or any of Its branches whether In Kuwait or abroad
shall be deemed as securing each other, regardless of their titles. The Bank may
combine or consolidate all or any of these accounts or apply the credit balance
in any of them to set off a debit balance in another or freeze the credit
balance In any of these accounts until the Customer fulfills all his obligations
towards the Bank. The Customer shall authorize the Bank to effect any set-off
debit the credit balance and make any entries, settlements or transfers in any
accounts existing at present or to be opened in the Customers name with any of
the Batik’s branches in Kuwait or abroad. 



3. All monies, securities,
commercial papers, precious metals, goods and other rights, whatsoever,
registered or deposited at present or to be registered or deposited in future in
the Customers name with the Bank or any of its branches in Kuwait or abroad are
deemed as possessorily mortgaged in favor of the Bank against all the
obligations towards the Bank without the need to acknowledge same The Bank may
recover Its debt directly from the monies mentioned above by priority set-off
and precedence over any other creditor without any notice, warning or legs
proceeding. 



The Customer undertakes to
sign end execute alt transfers, assignments mortgages, powers of attorney and
any other documents which the Bank may require for perfecting the Bank’s
title to any securities subject of this contract. The Customer authorizes the
Bank to sign on his behalf in respect of any action required to finalize these
documents. 



4. The Customer undertakes
to provide the Bank within 3 months from the end of the fiscal year with his
annual balance sheet duly examined by an authorized auditor with his networth
declaration on a semi-annual or annual basis as may be determined by the Bank at
its sole discretion together with full reports on his financial status in the
forthcoming stage. He also undertakes to satisfy any queries made by the Bank it
this respect substantiated with evidencing documents. 



5. The Customer
acknowledges that he unconditionally and irrevocably assigns to CBK all his
rights in the compensation amounts owing to him at present or in future for the
damages he had incurred as a result of the Iraqi invasion. The Customer also
guarantees that the Public Authority for Assessment of Compensations shall
execute this assignment and settle all amounts owing from the Customer to the
Bank. 



Item 13:
Indulgence



The customer acknowledges
that any indulgence on part of the Bank in respect of the limits, terms or due
dates of the facilities hereby granted shall not affect the binding effect of
all the conditions and provisions of this contract upon the customer. Indulgence
on part of the Bank shall not be deemed a waiver of any of its rights nor shall
it diminish such rights. 



Item 14:
Related Parties



The Customer undertake to
submit to the Bank a statement of all accounts in which he is a part whether
opened and existing a present or to be opened in future, accounts held in his
capacity as natural guardian of his minor children, accounts of individual
companies where he is a joint partner and money companies where he owns more
than 50% of the capital or has control thereof, in addition to the accounts of
all natural persons or corporate bodies which he guarantees or is economically
or legally related to them, so the financial difficulties facing any of them
would adversely affect his ability to honor his credit obligations to the Bank.
The Customer shall also undertake to advise the Bank of any amendments or
changes made to that statement throughout the contract validity period or any
extension thereof for any reason. 



Item 15:
Selected Domicile



The Customer
acknowledges that all correspondence, account statements, legal and judicial
notices forwarded to him by the Bank to his address stated herein or to the
address last known to the Bank In a registered letter with acknowledgement of
receipt are correct and binding upon him and producing an legal effects.
Any change in the Customer’s address becomes effective only from the date
of receiving an advice from the Customer on changing this address. 



Item 15: Law & Judicial
Jurisdiction:



The Borrower irrevocably
agrees that the Courts of (New York) and/or the Courts of the State of Kuwait
shall have jurisdiction to settle any disputes, which may arise out or in
connection with this facility contract. Nothing in this clause limits the right
of the Bank to bring proceedings against the Borrower in any other court of
competent jurisdiction; nor shall bringing or continuing of proceedings in any
other jurisdiction preclude the bringing or continuing of proceedings in any
other jurisdiction, whether concurrently or otherwise. If any provision of this
Faciltiy(s) Contract is prohibited or non enforceable in Kuwait, such
prohibition or non-enforceability shall not invalidate the remaining provisions
hereof or affect the validity or enforceability of such provision in any other
jurisdiction. 



















	












	 	
First
Party           
Second Party  TELESOURCE CNMI INC.





			
	 	 	Name: K.J. SEMIKIAN	 	Signature:/s/ K. J. Semikian	 
	 	 	Name:____________________________	 	Signature: ______________________	 
	 	 	Name:____________________________	 	Signature: ______________________	 
	 	 	Name:____________________________	 	Signature: ______________________	 






	



Loan
Installment Repayment Schedule









	Installment Amount (     )		Due Date		Installment Amount (   )		Due Date	
	US$ 2,500,000.00	 	18.02.2002	 	US$ 1,750,000.00	 	19.11.2004	 
	

	US$ 2,500,000.00	 	19.8.2002	 	US$ 1,500,000.00	 	21.02.2005	 
	

	US$ 1,750,000.00	 	19.2.2003	 	US$ 1,500,000.00	 	23.5.2005	 
	

	US$ 1,750,000.00	 	19.5.2003	 	US$ 1,500,000.00	 	23.8.2005	 
	

	US$ 1,750,000.00	 	19.8.2003	 	US$ 1,500,000.00	 	23.11.2005	 
	

	US$ 1,750,000.00	 	19.11.2003	 
	

	US$ 1,750,000.00	 	19.2.2004	 
	

	US$ 1,750,000.00	 	19.5.2004	 
	

	US$ 1,750,000.00	 	19.8.2004	 
	








	Name: Telesource CNMI, Inc.

Name:__________________________________
Name:__________________________________
Name:__________________________________	Signature: /s/ K.J. Semikian

Signature: ____________________________
Signature: ____________________________
Signature: ____________________________










	





Acknowledgement
of
Irrevocable
Joint and Several Guarantee



We have reviewed the conditions and
provisions of the Facility Contract dated 12/12/01 signed between the Commercial Bank of
Kuwait (hereinafter referred to as the “Bank”) and its customer Mr/Messrs TELESOURCE CNMI
INC. (hereinafter referred to as the “Debtor”). We hereby acknowledge that we agree to be
bound towards you jointly with the Debtor for all obligations and amounts, whatsoever,
owing to the Bank under the above contract for any reason, whatsoever. This guarantee
covers all amounts charged to the account(s) on which the facilities have been granted in
any form and the overdrawn balance existing in the account upon closing it or any other
account on which the facilities are being used. 



This guarantee is continuous,
unconditional and irrevocable. Under this guarantee, the Bank may claim us for the
outstanding debt balance arising from the above contract and all related interests,
expenses, commissions and others without us having the right to oppose thereto. Our
guarantee shall remain valid, continuous and legally binding in the event of renewal,
extension or amendment of the facility contract for any reason, whatsoever until the Bank
recovers all its rights from the guaranteed debtor.  




It is understood that all monies,
securities, commercial papers, precious metals, goods and other rights, whatsoever,
registered or deposited in our name at present or to be registered or deposited in our
name in future with the Bank or any of its branches in Kuwait or abroad guarantee the
fulfillment of our obligations hereunder without the need to acknowledge the same. The
Bank may recover its debt directly from me monies mentioned above byway of priority
set-off and precedence over any other creditor without notice, wanting or any other
action, whatsoever, and without prejudice to the Bank’s right to take the necessary
actions to recover its rights in full. The Bank may deduct the debt guaranteed by us from
any accounts open at present or to be opened in our name in future with any of Its
branches in Kuwait abroad without any notice, warning or any other action, whatsoever.  



We understand that we submit to all
the provisions stipulated in the facility contract mentioned above. We also undertake to
provide the Bank with any statements they may require at any time on current financial
position or balance sheet provided we substantiate our responses with evidencing
documents. 



The Borrower irrevocably agrees that
the Courts of (New York) and/or the Courts of the State of Kuwait shall have jurisdiction
to settle any disputes, which may arise out or in connection with this facility contract.
Nothing in this clause limits the right of the Bank to bring proceedings against the
Borrower in any other court of competent jurisdiction; nor shall bringing or continuing
of proceedings in any other jurisdiction preclude the bringing or continuing of
proceedings in any other jurisdiction, whether concurrently or otherwise. If any
provision of this Faciltiy(s) Contract is prohibited or non enforceable in Kuwait, such
prohibition or non-enforceability shall not invalidate the remaining provisions hereof or
affect the validity or enforceability of such provision in any other jurisdiction. 





Joint
Guarantor










	Name of Joint Guarantor(s)	Account No.		Signatures
	

	FOUAD SAUD HAMID BEHBEHANI	 	 	/s/ Fouad Saud Hamid Behbehani
	

	NASRALLAR SAUD HAMID BEHBEHANI	 	 	/s/ Nasrallar Saud Hamid Behbehani
	

	SAYED HAMID BEHBEHANI & SONS CO. W.L.L	 	 	/s/ Sayed Hamid Behbehani & Sons Co. W.L.L.
	








	

Guarantor(s) Address: 



______________________________________________________________________________ 



______________________________________________________________________________ 


______________________________________________________________________________ 



Date: