Metro Capital Bank Ltd.

18/F, 40 Bank Street

London, E14 5NR
United Kingdom

Applicant Information:

ADEED TELECOM
Name / Company Phone no.
307 MADDI
Street, Address
EGYPT, CAIRO [email protected]
Country, City E-mail

Contact person Our reference no.

(If principal obligator is not the same as the principal,
please mention under “Remarks”)

Order to issue a Guarantee

I/We herby request you to issue on my/our behalf and for my/our account a guarantee as per the following conditions

Guarantee currency / amount / expire

EUR 200,000,000.00 Expire Date 1 YEAR 1 DAY

(please enter numeric amount)

Legal form

Guarantee Standby L/C

Underlying transaction (details of tender/bid; contract no./date, contents, description/origin of goods or service, contract value)

TELECOM MATERIAL

Beneficiary

Company / Name / Surname: ADEED TELECOM

Street / Address: ST 307 MADDI

Country: EGYPT

ZIP / City: CAIRO

Bank of Beneficiary

Bank Name: BANK DU CAIRE; MISR EL GADEDA BRANCH

SWIFT / BIC: BCAIEGCX070
Account holder name: ADEED TELECOM COMPANY
Account #: 00706050005042
City: CAIRO
Country: EGYPT
Handing over of original guarantee to

Swift message Paper form

Remarks

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 Metro Capital Bank Ltd.
18/F, 40 Bank Street
London, E14 5NR
United Kingdom

Terms and Conditions of Guarantees,

Standby Letters of Credit and
Documentary Letters of Credit (the ‘Credit’)

In consideration of Metro Capital Bank Limited, registered at 3. that if at any time, the Financial Institution requires 8. that the Financial Institution may disclose to the Agent
18th floor, 40 Bank Street, London E14 5NR, United collateral, I/we shall on demand pay to the Financial Financial Institution or correspondent Financial
Kingdom, registration number 06572923 (‘the Financial Institution forthwith, by way of cash collateral (or such Institutions, guarantors, solicitors, agents and the
Institution’) so doing or complying with my/our request, other collateral in all respects acceptable to the Financial beneficiary of the Credit, such information about
I/we, the Applicant, hereby irrevocably and unconditionally Institution) an amount equivalent to the Financial myself/us, my/our accounts and such other information as
undertake and agree: Institution's maximum actual and/or contingent liability the Financial Institution may think fit and we irrevocably
under or in connection with the Credit and the Financial consent and authorize such disclosure by the Financial
Institution shall be entitled to place the cash collateral into a Institution and its officers;
1. to indemnify the Financial Institution from and against all suspense account and this sum shall be held by the
claims, actions, proceedings, liabilities, damages, losses, Financial Institution and applied towards the discharge of
costs and expenses (including any legal costs as between all my/our obligations to the Financial Institution in 9. that this indemnity shall remain in full force and effect
solicitor and client that the Financial Institution may incur in connection with the Credit and/or under this indemnity and until the Financial Institution confirms to me/us in writing
connection with the Credit, or in enforcing or attempting to the Financial Institution shall repay me/us without interest that the Financial Institution has been released from all
enforce the Financial Institution's rights under this as and to the extent that my/our obligations to the Financial liability under or in connection with the Credit and
indemnity), which the Financial Institution or the Agent Institution under this indemnity are reduced or otherwise notwithstanding any change whatsoever in our
Financial Institution or both may suffer, incur or sustain by discharged or terminated. The Financial Institution shall be constitution (if a company or partnership) and shall be
reason or on account of the Financial Institution or the Agent entitled to debit any of my/our assets held with the binding on me/us and my/our personal representatives (if
Financial Institution having given the Credit or in connection Financial Institution with or without any prior demand for an individual) and shall inure to the benefit of and be
with the Credit including any counter indemnity or counter or in respect of the Financial Institution's liabilities or the enforceable by the Financial Institution's successors and
Credit or undertaking to the Agent Financial Institution and Agent Financial Institution's liabilities under or in assigns;
renewals thereof and other undertakings, as well as against connection with the Credit or in respect of my/our liabilities
my/our liability for every payment which the Financial to the Financial Institution under or in connection with this
Institution may make or be called upon to make pursuant to 10. that words denoting the singular shall also include the
indemnity whether such liabilities be actual or contingent;
or in connection with the Credit and pay the Financial plural and vice versa and if this indemnity is or purports
Institution forthwith on demand without proof or condition to be signed or executed by or on behalf of more than one
all sums which the Financial Institution or the Agent 4. that where any goods and services tax or other taxes person the liability of each such person hereunder shall be
Financial Institution shall pay or be liable for or called upon levies or charges whatsoever are now or hereafter required joint and several and the Financial Institution is to be at
to pay under or in connection with the Credit on all amounts imposed or enforced by law or required to be paid on or in liberty without thereby affecting the Financial Institution's
so paid from the date such amounts are paid until I/we respect of any monies (including fees payable by me/us to rights hereunder to release discharge compound with or
reimburse or pay the Financial Institution in full at such rate the Financial Institution on demand in addition to all other otherwise vary or agree to vary the liability under this
or rates as may from time to time be fixed or determined by monies) payable to the Financial Institution and the indemnity of or make any other arrangements with any
the Financial Institution with monthly rests; I/we agree, Financial Institution is entitled to debit any of my/our assets one or more of the undersigned;
forthwith upon first demand, to provide the Financial held with the Financial Institution for payment of the
Institution with funds to meet all drawings that the Financial Financial Institution's commission, expenses, costs (legal or
11. that the words "the Credit" shall, where applicable,
Institution is to pay under the Credit or to reimburse the otherwise) and agent charges if any together with such taxes
include all Credits, bonds and undertakings issued by the
Financial Institution for each drawing that the Financial upon or after the issuance of the Credit;
Financial Institution or the Agent Financial Institution and
Institution has paid under the Credit and, if required by the
counter indemnities, counter Credits and undertakings
Financial Institution in its sole discretion, to prepay all
5. that certificates signed by any officer of the Financial given by the Financial Institution to the Agent Financial
amounts for which the Financial Institution might become
Institution submitted to me/us as to the amount due or Institution and all fresh Credits, bonds, counter
liable under the Credit. Each prepayment or reimbursement
payable or owing or liable by me/us for the time being indemnities, counter Credits and undertakings issued or
shall be in the currency in which the Financial Institution is
under this indemnity at any time shall be conclusive given from time to time and any renewal of all such
to make, has made or may be called upon to make payments
evidence; Credits, bonds, counter indemnities, counter Credits and
under the Credit.
undertakings whenever issued or given and all subsequent
2. that the Financial Institution and the Agent Financial and further renewals of any such Credits, bonds, counter
Institution are entitled to make any payments and comply 6. that in the event that the Credit is subject to and is to be indemnities, counter Credits and undertakings and all
with any demands which may be claimed from or made upon governed by the laws of a jurisdiction other than England increases and extensions in the amount of liability and all
the Financial Institution or the Agent Financial Institution and should any demand(s) be subsequently be made under extensions of the period of Credits, bonds, counter
under or in connection with the Credit on or at any time after the Credit, I/we agree and authorize the Financial indemnities, counter Credits and undertakings and all
any first demand being made without any reference to or Institution to then, and in its sole discretion, obtain an changes, alterations, modifications and amendments of
authority from me/us and without requiring proof that the opinion from legal counsel on the validity and the terms and conditions of any such Credits, bonds,
amounts so demanded are or were due or inquiring into the enforceability of the Credit, prior to the Financial counter indemnities, counter Credits and undertakings;
validity, genuineness or accuracy of any document, certificate Institution or the Agent Financial Institution making
or statement received by or made to the Financial Institution payment in accordance with such demand(s) and I/we
further agree that I/we shall bear the entire cost of obtaining 12. that each of the provisions of this indemnity shall be
or the Agent Financial Institution with respect to or under the several and distinct from one another. If any one or more
Credit and notwithstanding that I/we may dispute the validity such an opinion and I/we shall indemnify the Financial
Institution against all actions, proceedings, damages, costs of the provisions contained in this indemnity shall be
of any such demands or payments or that, for any reason deemed invalid, unlawful or unenforceable in any respect
whatsoever the Financial Institution or the Agent Financial (including any legal costs as between solicitor and client),
claims, demands, expenses and losses whatsoever suffered under any applicable law, the validity, legality and
Institution was/is entitled to refuse to make any payment or enforceability of each of the remaining provisions
that any such demands are made after the stated expiry date by the Financial Institution or the Agent Financial
Institution due to any delay in the payment of such contained herein shall not in any way be affected,
(if any) of the Credit and I/we shall not at any time question prejudiced or impaired thereby;
or challenge the validity, legality or otherwise of any such demand(s) caused by the Financial Institution having to
payment by the Financial Institution or the Agent Financial obtain such an opinion;
Institution or deny any liability under this indemnity on the 13. that Metro Capital Bank Limited is not a Bank
ground that such payment or any part thereof made by the 7. that my/our liability to the Financial Institution is supervised by the Financial Services Authority and does
Financial Institution or the Agent Financial Institution was irrevocable and shall remain in full force and effect until the not provide any banking services that are regulated under
not due or payable under or in connection with the Credit on Credit has been returned to the Financial Institution for the respective banking supervision laws of the United
any demand made under or in connection with the Credit or cancellation or until the receipt of written notice from the Kingdom.
that the Financial Institution or the Agent Financial beneficiary of the Credit that the Financial Institution is
Institution could have resisted any claim thereof or on any released from all liability under the Credit or until the
other ground whatsoever and any payment made by the 14. that this indemnity shall be governed by and
period of limitations (under the governing law of the
Financial Institution or the Agent Financial Institution on any construed in accordance with English Law and I/we
Credit) with respect to the beneficiary's right to claim under
demand made under or in connection with the Credit shall be hereby irrevocably submit to the non-exclusive
the Credit has lapsed and the Financial Institution's liability
accepted by me/us as conclusive evidence that the Financial jurisdiction of England.
there under is fully discharged to the Financial Institution's
Institution and the Agent Financial Institution were liable to satisfaction;
make such payment;
.

Your above terms and conditions are herewith accepted by me/us and shall apply to this order

Place and Date Stamp, Signature of Applicant

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