TERMINATION LETTER
Date:_______________, 2008
WHEREAS:
(A) Xxxxxxxxx Telecommunications International Limited ("HTIL"), Xxxxxxxxx
Telecommunications Investment Holdings Limited ("HTIHL"), Xxxxxx Kong
Holdings Limited ("CKHL") and Orascom Telecom Eurasia Limited ("OTEL",
together with each of HTIL, HTIHL and CKHL being hereinafter together
referred to as the "Parties" and each a "Party") are parties to an amended
and restated registration rights agreement dated 21 December, 2005 (the
"Registration Rights Agreement"), relating, inter alia, to the grant of
rights of Registration (as defined in the Registration Rights Agreement.
(B) The Parties have agreed to terminate the Registration Rights 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 Registration Rights 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 Registration
Rights 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 shall be governed by and construed and interpreted
in accordance with the law of the State of New York, which shall govern
this Letter Agreement and any controversy or claim arising out of or
relating to this Letter Agreement.
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: ___________________________
THE COMMON SEAL of )
XXXXXXXXX TELECOMMUNICATIONS )
INVESTMENT HOLDINGS LIMITED )
was hereunto affixed ) Common Seal
in the presence of: )-----------------------------
Name:
Signature
of Witness: ___________________________
Name: ___________________________
Address: ___________________________
___________________________
Occupation: ___________________________
Signed by
For and on behalf of )
XXXXXX KONG HOLDINGS )
LIMITED )
was hereunto affixed ) Common Seal
in the presence of: )-----------------------------
Name:
Signature
of Witness: ___________________________
Name: ___________________________
Address: ___________________________
___________________________
Occupation: ___________________________
THE COMMON SEAL of )
ORASCOM TELECOM )
EURASIA LIMITED )
was hereunto affixed ) /s/ Xxxxxx Xxxxxxx Common Seal
in the presence of: )-----------------------------
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
