REVISED PAYMENT AGREEMENT

This Revised Payment Agreement (Agreement) is entered into on _____ February 2012 by and
between:

1.

TELETALK BANGLADESH LIMITED, a public limited company incorporated under the

laws of Bangladesh, having its registered offices in Telejogajog Bhaban, 37/E Eskaton
Garden, Dhaka 1000, Bangladesh and present offices at House # 41, Bir Bikram Moinul
Hossain Chowdhury (Old Road # 27), Block A, Banani, Dhaka 1213, Bangladesh
(hereinafter referred to as Customer or TELETALK and which expression shall unless
excluded by or repugnant to the context shall mean and include its successors-in-interest,
representatives, offices in interest and permitted assigns);
AND

2.

NOKIA SIEMENS NETWORKS BANGLADESH LIMITED, a corporation validly existing

and registered under the laws of Bangladesh, with its principal place of business at House #
45, Navana Tower, 8th Floor, Sui - A, Gulshan-1, Dhaka-1212 Bangladesh (hereinafter
referred to as the Contractor or NSN which expression shall unless excluded by or
repugnant to the context shall mean and include its successors-in-interest, representatives,
offices in interest and permitted assigns).
the parties above individually referred to as a/the Party and collectively, the Parties.

RECITALS:
(A)

TELETALK and NSN have entered into the following contracts:

(i)

Contract for the Annual Support & Maintenance for the Second Network Expansion
Project (CARE Contract) Contract No. TBL/Proc/Project/Contract/2008/35 dated 16
March 2009;

(ii)

First Amendment to the CARE Contract dated 6 January 2010; and

(iii)

Contract for Second Network Expansion Project of Teletalk Bangladesh Limited ,

Contract No. TBL/Proc/Project/Contract/2008/20 dated 25th August, 2008; (the
Services Contract)

(iv)

Purchase Order for Repair and Maintenance of various BSS Modules, PO No.
TBL/PROC/01/25/2010/26 dated 24th February 2011, (the Services Contract).

((i) and (ii) collectively known as the CARE Contract.)

(the CARE Contract and the Services Contract collectively known as the Relevant
Contracts)
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(B)

TELETALK has not made payments for the works performed by NSN under the Relevant
Contracts in accordance with the terms and conditions of the Relevant Contracts.
Accordingly, such payments are due, payable and overdue, with late payment interest
accruing thereto.

(C)

The Parties agree that in consideration of TELETALK making payments in accordance with
the revised payment schedule pursuant to this Agreement, NSN shall provide certain
adjustments which are applicable for such overdue payments as well as payments which
have yet to be invoiced but which scope of works has been ordered pursuant to the Relevant
Contracts.

THE PARTIES HEREBY AGREE AS FOLLOWS:

1.

PAYMENT TERMS AND CONDITIONS:

1.1

Outstanding amount(s) BDT for services/works provided by NSN from 1st January
2010 31st December 2011 (Outstanding Amounts):
The Parties agree that the outstanding amounts owing from TELETALK to NSN for services
provided by NSN to TELETALK from [1st January 2010] to 31st December 2011 which have
fallen due and payable and/or are subject to invoicing by NSN to TELETALK pursuant to the
Relevant Contracts as at 31 December 2011 is as set out in the table in [Section 1 of
Appendix 1].

1.2

Amount(s) to be invoiced for CARE Services ordered by TELETALK for the period
from 1 January 2012 31 July 2012 (Original Unissued Invoice Amounts):
The Parties agree that the amount(s) to be invoiced by NSN to TELETALK for CARE
Services ordered by TELETALK for the period from 1 January 2012 31 July 2012, and the
original invoicing and payment milestones pursuant to the CARE Contract are as set out in
the table in [Section 2 of Appendix 1].

1.3

Revised Payment in lieu of Outstanding Amounts and Original Unissued Invoice

Amounts:
The Parties agree that:
1.3.1

in consideration of TELETALK making payments in accordance with the revised

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amounts and payment milestones set out in the table in [Section 3 of Appendix 1]
(the Revised Payments), NSN agrees to provide the adjustments set out
correspondingly against the aforesaid payments in the table in [Section 3 of
Appendix 1];
1.3.2

the Revised Payments will be in substitution of the Outstanding Amounts and

Original Unissued Invoice Amounts;

1.3.3

all amounts under the Revised Payments are [inclusive of taxes etc which are
subject to change as per Government rule];

1.3.4

For unissued invoices started from the date of this contract will use BDT-USD
exchange rate at the time of invoice date; and

1.3.5

All payments hereunder shall be made free of deduction, set-off or counterclaim, free
and clear of any present and future taxes, withholding duties or levies of whatsoever
nature. Any applicable stamp duty will be paid by TELETALK.

2.

BREACH
It is understood and agreed that if any breach of this Agreement by TELETALK would result
in irreparable harm to NSN and NSN shall be entitled to:

2.1

immediately suspend the provision of any CARE Services or Services under the Relevant
Contracts upon giving fifteen (15) days written notice to TELETALK; and/or

2.2

impose default interest for any overdue payments under the Revised Payments, which shall
accrue on each relevant invoice pursuant to the Revised Payments at a pro rata rate
(exclusive of taxes and VAT etc) equal to two percent (2%) over the daily bank lending rate /
90 days treasury bill issued by Bangladesh Bank calculated on a day-to-day basis for the
number of calendar days delayed until the actual date of receipt by NSN (the "Revised
Payment Default Interest Rate") from the day immediately following the due date of the
relevant invoice under the Revised Payments until actual payment of that invoice; and/or

2.3

claim damages from TELETALK; and/or

2.4

such equitable relief, including injunction and specific performance, as a remedy for any
such breach.

The above remedies shall not be deemed to be the exclusive remedies for a breach of this
Revised Payment Agreement but shall be in addition to all other remedies available at law or
equity to NSN.

3.

GENERAL

3.1

This Agreement shall be deemed to be an addendum to and shall be deemed to be an

integral part of the Relevant Contracts. In the event of any inconsistency or conflict between
the provisions of this Agreement and the provisions of any of the Relevant Contracts, the
provisions of this Agreement shall prevail to the extent of such inconsistency or conflict.

3.2

Except as amended herein, all other terms and conditions of the Relevant Contracts shall
remain in full force and effect.

3.3

This Agreement shall be effective from ______________2012.

3.4

All defined terms used in this Agreement shall have the meaning(s) ascribed to them in the
Relevant Contracts (where specified) unless another meaning has been described to them
under and/or for the purposes of this Agreement.

3.5

This Agreement sets forth the entire agreement and understandings of the Parties relating to
the subject matter contained herein and none of the Parties shall be bound by any previous
agreements, negotiations, commitments and writing in respect thereof, other than as expressly
stated in this Agreement. No modification, supplement or waiver of any provision hereof shall
be valid unless made in writing and signed by the duly authorized and representatives of all the
Parties.

3.6

Any provision of this Agreement may be amended or waived only if such amendment or waiver
is in writing and is signed by the Parties.

3.7

Any provision of this Agreement which is prohibited or unenforceable shall be ineffective to the
extent of such prohibition or unenforceability without invalidating the remaining provisions
hereof or affecting the validity or legality of such provisions.

3.8

This Agreement may be disclosed to any affiliated company of NSN, as well as to any potential
financer of the same or any credit export agency, subject to their agreement to utilise and treat
any information disclosed to them as strictly confidential.

3.9

A person who is not a party to this Agreement shall have no rights under it for the purposes of
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the Contracts (Rights of Third Parties) Act 1999.

3.10

This Agreement and any non-contractual obligations arising out of it shall be governed by
and construed in accordance with the laws of Singapore and the Parties hereto hereby
submit to the non-exclusive jurisdiction of the Singapore courts.

THE PARTIES HAVE DULY EXECUTED THIS DEFERRED PAYMENT AGREEMENT ON THE
DATE SET OUT ABOVE.
For and on behalf of

For and on behalf of

TELETALK BANGLADESH LIMITED

NOKIA SIEMENS NETWORKS

BANGLADESH LIMITED

______________________

_______________________

Name:

Name:

Designation:

Designation:

______________________

_______________________

Name:

Name:

Designation:

Designation:

APPENDIX 1
1.

Outstanding amount(s) for services/works provided by NSN from 01-01-2010 to 31-122011:

2.

Original amount(s) to be invoiced for CARE Services ordered by TELETALK for the
period from 1 January 2012 31 September 2012:

3.

Revised Payments (Amount, Milestones & Applicable Discounts)