TERMINATION LETTER
Date: 3rd January, 2008
WHEREAS:
(A) ▇▇▇▇▇▇▇▇▇ Telecommunications Investment Holdings Limited ("HTIHL"),
▇▇▇▇▇▇▇▇▇ Whampoa Limited ("HWL"), Orascom Telecom Eurasia Limited
("OTEL") and Orascom Telecom Holding S.A.E. ("OTH") are parties to a
shareholders agreement dated 21 December, 2005 (the "Shareholders
Agreement"), relating, inter alia, to the relationship of HTIHL and OTEL as
shareholders in ▇▇▇▇▇▇▇▇▇ Telecommunications International Limited ("HTIL",
together with each of HTIHL, HWL and OTEL being hereinafter together
referred to as the "Parties" and each a "Party").
(B) The Parties have agreed to terminate the Shareholders Agreement pursuant to
the terms and conditions of this Letter Agreement.
NOW IT IS AGREED as follows:
1 Each Party hereby irrevocably and unconditionally agrees that with effect
from the execution and delivery hereof, the Shareholders Agreement shall be
terminated and shall as from that time cease to be of any legal effect.
2 Each Party shall, with effect from the execution and delivery hereof,
irrevocably and unconditionally release and waive all claims and/or rights
which it has or may have against the other Parties under the Shareholders
Agreement.
3. Each Party undertakes that it will take such action and execute or sign
such further documents or agreements as may be reasonably required in order
to give full effect to the terms and conditions of this Letter Agreement
including, but without limitation, ensuring that this Letter Agreement is
enforceable.
4. Each Party shall bear its own costs and expenses incurred in connection
with the negotiation, preparation, execution and carrying into effect of
this Letter Agreement.
5. This Letter Agreement may be executed in counterparts, but shall not be
effective until each Party has executed and delivered one counterpart. Each
counterpart shall constitute an original of this Letter Agreement but both
the counterparts shall together constitute one and the same document.
6. This Letter Agreement is governed by and shall be construed in accordance
with English law.
7. The parties irrevocably agree that the English courts are to have
non-exclusive jurisdiction to settle any dispute which may arise out of or
in connection with this Agreement and proceedings in respect of any dispute
may be brought in such courts.
1
IN WITNESS of which this Letter Agreement has been executed and has been
delivered on the date which appears above.
THE COMMON SEAL of )
▇▇▇▇▇▇▇▇▇ TELECOMMUNICATIONS )
INVESTMENT HOLDINGS LIMITED )
was hereunto affixed )
in the presence of: ) /s/ ▇▇▇▇▇ ▇▇▇▇
---------------------------
Name: ▇▇▇▇▇ ▇▇▇▇
Signature
of Witness: /s/ ▇▇▇ ▇▇▇ ▇▇
--------------------------
Name: ▇▇▇ Sin ▇▇, ▇▇▇▇▇▇▇▇▇▇
--------------------------
Address: Solicitor, Hong Kong SAR
__________________________
Occupation: __________________________
THE COMMON SEAL of )
▇▇▇▇▇▇▇▇▇ WHAMPOA )
LIMITED )
was hereunto affixed )
in the presence of: ) /s/ ▇▇▇▇▇ ▇▇▇▇
---------------------------
Name: ▇▇▇▇▇ ▇▇▇▇
Signature
of Witness: /s/ ▇▇▇ ▇▇▇ ▇▇
--------------------------
Name: ▇▇▇ Sin ▇▇, ▇▇▇▇▇▇▇▇▇▇
--------------------------
Address: Solicitor, Hong Kong SAR
__________________________ /s/ ▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇ ▇▇▇▇
Occupation: __________________________
2
THE COMMON SEAL of )
ORASCOM TELECOM )
EURASIA LIMITED )
was hereunto affixed ) Common Seal
in the presence of: ) /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇
---------------------------
Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇
Signature
of Witness: /s/ ▇▇▇▇ ▇▇▇▇▇▇▇
----------------------------------
Name: ▇▇▇▇ ▇▇▇▇▇▇▇
Address: 2005 A Nile City Towers
Cornish El Nile, Ramlet ▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇-▇▇▇▇▇
Occupation: Attorney at law
EXECUTED and DELIVERED )
as a DEED by )
ORASCOM TELECOM )
HOLDINGS S.A.E. )
acting by: ) /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇
---------------------------
Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇
Signature
of Witness: /s/ ▇▇▇▇ ▇▇▇▇▇▇▇
----------------------------------
Name: ▇▇▇▇ ▇▇▇▇▇▇▇
Address: 2005A Nile City Towers
Cornish El Nile, Ramlet ▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇-▇▇▇▇▇
Occupation: Attorney at law
