TERMINATION LETTER
Date: 3rd January, 2008
WHEREAS:
(A) Xxxxxxxxx Telecommunications International Limited ("HTIL") and Orascom
Telecom Holding S.A.E. ("OTH", together with HTIL being hereinafter
together referred to as the "Parties" and each a "Party") are parties to a
cooperation agreement dated 21 December, 2005 (the "Cooperation
Agreement"), relating, inter alia, to the achievement of commercial,
operational and technological synergies and other benefits contemplated by
the Cooperation Agreement, especially as regards the supply of Network
Equipment (as defined therein) and services.
(B) The Parties have agreed to terminate the Cooperation 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 Cooperation Agreement shall be
terminated and shall as from that time cease to be of any legal effect.
2. (a) Save and except as provided in sub-clause (b) below, 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 Co-operation Agreement.
(b) For the avoidance of doubt, the release and waiver under sub-clause (a)
above is without prejudice to the Parties' obligations under Clauses 6, 9,
18 and 22 of the Co-operation Agreement which are expressed to survive this
termination.
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. In the event of any dispute arising between the Parties in connection with
this Letter Agreement, the Parties shall seek to resolve such dispute
informally within 30 days of notice of any such dispute being served by one
Party on the other Party, failing which such dispute shall be referred to
and finally resolved by arbitration under the Rules of Arbitration of the
International Chamber of Commerce (the "Rules"), which Rules are deemed to
be incorporated by reference into this clause. The number of arbitrators
shall be three. Each Party shall nominate one arbitrator in accordance with
the Rules. The Parties shall attempt to reach agreement on the third
arbitrator, who shall act as chairman of the Arbitral Tribunal. If such
agreement is not reached within 15 days of the Respondent's nomination of
the second arbitrator, the third arbitrator shall be appointed by the
International Chamber of Commerce in accordance with the Rules. The place
of arbitration shall be London, England. The language of the arbitral
proceedings shall be English.
IN WITNESS of which this Letter Agreement has been executed and has been
delivered on the date which appears above.
THE COMMON SEAL of )
XXXXXXXXX TELECOMMUNICATIONS )
INTERNATIONAL LIMITED )
was hereunto affixed )
in the presence of: ) /s/ Xxxxx Xxxx
--------------------------
Name: Xxxxx Xxxx
Signature
of Witness: /s/ Xxx Xxx Xx
--------------------------
Name: Xxx Sin Xx, Xxxxxxxxxx
--------------------------
Address: Solicitor, Hong Kong SAR
__________________________ /s/ Xxxxx Xxxx
Xxxxx Xxxx
Occupation: __________________________
EXECUTED and DELIVERED )
as a DEED by )
ORASCOM TELECOM )
HOLDING S.A.E. )
acting by: )
--------------------------
Name
Signature
of Witness: ___________________________
Name: ___________________________
Address: ___________________________
___________________________
Occupation: ___________________________
2
7. In the event of any dispute arising between the Parties in connection with
this Letter Agreement, the Parties shall seek to resolve such dispute
informally within 30 days of notice of any such dispute being served by one
Party on the other Party, failing which such dispute shall be referred to
and finally resolved by arbitration under the Rules of Arbitration of the
International Chamber of Commerce (the "Rules"), which Rules are deemed to
be incorporated by reference into this clause. The number of arbitrators
shall be three. Each Party shall nominate one arbitrator in accordance with
the Rules. The Parties shall attempt to reach agreement on the third
arbitrator, who shall act as chairman of the Arbitral Tribunal. If such
agreement is not reached within 15 days of the Respondent's nomination of
the second arbitrator, the third arbitrator shall be appointed by the
International Chamber of Commerce in accordance with the Rules. The place
of arbitration shall be London, England. The language of the arbitral
proceedings shall be English.
IN WITNESS of which this Letter Agreement has been executed and has been
delivered on the date which appears above.
THE COMMON SEAL of )
XXXXXXXXX TELECOMMUNICATIONS )
INTERNATIONAL LIMITED )
was hereunto affixed ) Common Seal
in the presence of: )
---------------------------
Name:
Signature
of Witness: ___________________________
Name: ___________________________
Address: ___________________________
___________________________
Occupation: ___________________________
EXECUTED and DELIVERED )
as a DEED by )
ORASCOM TELECOM )
HOLDINGS S.A.E. )
acting by: ) /s/ Xxxxxx Xxxxxxx
---------------------------
Name: Xxxxxx Xxxxxxx
Signature
of Witness: /s/ Xxxx Xxxxxxx
----------------------------------
Name: Xxxx Xxxxxxx
Address: 2005A Nile City Towers
Cornish El Nile, Ramlet Xxxxxxx 00000, Xxxxx-Xxxxx
Occupation: Attorney at law
