Request for Applications

to participate in a tender process for

twenty year licenses together with the
acquisition of the businesses of
two existing mobile network
operators

Issued by the
Telecommunications Regulatory Authority
and the
Higher Council for Privatization
of the Lebanese Republic
on 2 November 2007
1. INTRODUCTION

The Republic of Lebanon, acting through the Higher Council for Privatization (the “HCP”),
and the Telecommunications Regulatory Authority (the “TRA”), is offering interested
parties an opportunity to participate in a tender process leading to the acquisition of the
subscribers, and certain of the related assets and liabilities and contracts, of each of the
two existing state-owned mobile telecommunications operators, together, in each case,
with the award of a 20-year license to build, own and operate a mobile
telecommunications network and provide mobile telecommunications services in
Lebanon.

This Request for Applications sets out the rules and instructions for interested parties to
participate in the tender process.

For further information, interested parties should consult the materials now or
subsequently made available by the HCP and the TRA as set forth herein.

The table set out on the following page sets out the key dates in respect of the tender
process. Interested parties should consult the remainder of this Request for Applications
for further details. These dates may be changed.

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 Date Event
02/11/2007 RFA published
06/11/2007 Access to online data room for Eligible Parties
30/11/2007 Draft License and Acquisition Documents made available
10/12/2007* Deadline for submitting questions
07/01/2008** Responses to questions published
21/01/2008 License and Acquisition Documents finalized
24/01/2008 Council of Ministers meeting to confirm the timetable for the
opening of the sealed pre-Auction bids and for the Auction
25/01/2008 Last day for submission of expressions of interest
01/02/2008 Applications due date; online data room closes
18/02/2008 Qualifying Applicants announced and pre-Auction bids of
non-qualifying Applicants destroyed
21/02/2008 Pre-Auction bids of Qualifying Applicants opened, amount of
revenue share announced and Auctions conducted
26/02/2008 Minister of Telecommunications recommendation issued
13/03/2008 Council of Ministers meeting to approve/disapprove sales
≤ 3 days after the sale Confirmation letter sent to each Winning Bidder
decree
≤ 14 days after the Performance bond of 10% of Winning Bid Amount to be posted
confirmation letter
≤ 30 days after the All relevant details regarding each prospective Licensee entity to
confirmation letter be provided to the HCP and the TRA, including the form of bylaws
and the proposed capital structure
≤ 15 days of receipt of The HCP and the TRA to provide each Winning Bidder with
details regarding each comments and amendments (if any) to the form of bylaws and
Licensee entity other documents provided by the Winning Bidder
≤ 15 days of agreement Winning Bidders to incorporate each prospective Licensee entity
on the bylaws
≤ 7 days following the 40% of Winning Bid Amount (less credit for value of shares
incorporation and delivered to the Republic of Lebanon or its designee) due
registration of each
Licensee entity
Upon satisfaction of Simultaneous closing: payment of remaining 60% of Winning Bid,
remaining conditions delivery of shares representing 1/3 of the capital of each
precedent prospective Licensee entity delivered to the Republic of Lebanon
or its designee, and delivery of control and ownership of assets
and issuance of License

* The HCP and the TRA may, in their absolute discretion, allow for the submission of
further questions after this date.

** Responses may be published after this date if additional questions are permitted by
the HCP and the TRA.

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 2. DEFINITIONS

The following words and expressions will have the meanings assigned to them below,
unless the context requires otherwise:

“0% Revenue Share Bid” has the meaning set forth in Clause 4.6.

“10% Revenue Share Bid” has the meaning set forth in Clause 4.6.

“Acquisition Documents” means the proposed sale and purchase agreements and
other documents to be entered into between the Republic of Lebanon, the HCP, the TRA
and/or other Officials on the one hand and Licensee 1 or Licensee 2 on the other hand to
provide for the acquisition by such Licensee of the Subscribers and certain assets and
contracts, and the assumption by such Licensee of the relevant liabilities, of Business 1 in
the case of Licensee 1 or Business 2 in the case of Licensee 2.

“Affiliate” in relation to any Person means another Person who controls, is controlled by
or is under common control with such Person.

“Applicant” means each Person that submits an Application.

“Application” means an application submitted by an Applicant in response to this RFA.

“Auction” means the public auction of each Combination to be conducted by the HCP
and the TRA in connection with the Tender Process.

“Auction Committee” means a special committee composed of the Secretary General of

the HCP, the Chairman of the TRA, and two individuals from each of the HCP and the
TRA,. The Auction Committee may invite one representative of the Republic of Lebanon’s
legal counsel in respect of the Tender Process to be present at its meetings.

“Auction Officials” means two individuals authorized by the HCP and the TRA to
conduct the live Auctions in accordance with Clause 3.4.

“Business 1” means the Subscriber and other contracts, network and certain other
assets and liabilities of Mobile Interim Company 1 S.A.L. (“MIC 1”), a Lebanese
joint-stock company established on behalf of the Republic of Lebanon to own or lease
certain network assets, and assume the related contracts, previously owned and operated
pursuant to a build, operate and transfer contract. Business 1 is currently operated by
Consortium Detecon International GmbH, Fal Holdings Arabia Co. Ltd. and Detecon Al
Saudia Co. Ltd.

“Business 2” means the Subscriber and other contracts, network and certain other
assets and liabilities of Mobile Interim Company 2 S.A.L. (“MIC 2”), a Lebanese
joint-stock company established on behalf of the Republic of Lebanon to own or lease
certain network assets, and assume the related contracts, previously owned and operated
pursuant to a build, operate and transfer contract. Business 2 is currently operated by
Mobile Telecommunications Company.

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“Businesses” means Business 1 and Business 2 and “Business” means either one of
them.

“Combination” means a combined Business and License, and “Combination 1” means

Business 1 and License 1, and “Combination 2” means Business 2 and License 2.

“Consortium” means a group of Persons forming a single Applicant.

“Eligible Party” has the meaning set forth in Clause 3.1(b).

“HCP” means the Higher Council for Privatization of the Republic of Lebanon.

“Information Memorandum” means the Information Memorandum to be issued and

made available in the online data room by the HCP and the TRA in connection with the
Tender Process and which provides an overview and description of the Lebanese
Republic, the Lebanese telecommunications market, the Businesses, the Lebanese
telecommunications regulatory environment, and other matters related to the Tender
Process.

“Initial IPO Period” has the meaning given in Clause 3.6.

“IPO” has the meaning given in Clause 3.6.

“Lapse Date” means, with respect to a Combination, the earlier of (i) the date on which
the Republic of Lebanon ceases to be a shareholder of the relevant Licensee, (ii) the date
falling 60 days after completion of the IPO or (iii) the first anniversary of the date of the
relevant Licensee’s incorporation, whichever occurs earlier.

“License” means a license issued by the TRA, and approved in a decree issued by the
Council of Ministers of Lebanon, to build, own and operate a Mobile Network and provide
Mobile Services in Lebanon in the form to be provided by the TRA, and “License 1” is the
License to be awarded to Licensee 1 and “License 2” is the License to be awarded to
Licensee 2.

“Licensee” means the holder of a License, and “Licensee 1” means the Licensee that
acquires Business 1 and “Licensee 2” means the Licensee that acquires Business 2.

“Manager” means, with respect to a Business, the entity which is currently managing the
Business under management contract with the Republic of Lebanon. The Manager of
Business 1 is Consortium Detecon International GmbH, Fal Holdings Arabia Co. Ltd. and
Detecon Al Saudia Co. Ltd. The Manager of Business 2 is Mobile Telecommunications
Company.

“MNO” means a Person who owns and operates one or more Mobile Networks and
provides Mobile Services over such Mobile Networks.

“Mobile Network” means a terrestrial (but not satellite) digital cellular radio
communications network for the provision of Mobile Services to the public, including,
without limitation, a network of radio base station sites, a core network and a network of
transmission links, configured so as to permit full mobility of user terminals (radio stations)

5
and allow a Subscriber to receive and transmit communications from a user terminal
located anywhere in the coverage area of the network.

“Mobile Services” means the provision of telecommunications services to the public over
a Mobile Network.

“Official Gazette” means the official gazette published in the Republic of Lebanon.

“Officials” means the HCP, the TRA and any other government agency or official of the
Republic of Lebanon, and their respective boards, members, officials, officers,
representatives, agents, advisers, staff, and consultants and any employee of the
foregoing.

“Person” means any individual, corporation, company, partnership, trust or other entity,
including a Consortium, but excludes any Official.

“Prospective Winning Bidder” has the meaning given in Clause 3.4(d).

“Qualifying Applicants” has the meaning set forth in Clause 3.1(k).

“Qualified Bank” means a bank (a) established under the laws of the Republic of
Lebanon with minimum assets, as at the date of the last audited balance sheet of US$ 3
billion or its equivalent in Lebanese pounds, or (b) an international bank, acceptable to the
HCP, with minimum assets, as at the date of the last audited balance sheet, of US$10
billion and possessing a current credit rating of A or higher from Standard and Poor’s or
Fitch IBCA or A1 or higher from Moody’s.

“RFA” means this Request for Applications.

“Subscriber” means any Person that is a party to a contract or other similar arrangement
(which may be on a pre-paid basis) that is in force with a service provider for the supply of
Mobile Services by the service provider to such Person.

“Tender Process” means the tender process for the Businesses and Licenses as set out
in this RFA, the Information Memorandum and other applicable documents and
communications, as the same may be modified, supplemented or withdrawn from time to
time.

“Tender Website” means the website maintained jointly by the HCP and the TRA at
www.lebanonmobileauction.com

“TRA” means the Telecommunications Regulatory Authority of the Republic of Lebanon.

“Winning Bid Amount” means, in respect of either Combination, the all-cash winning bid
for the purchase (expressed in US dollars) of 100% of such Combination as selected and
announced by the Council of Ministers.

“Winning Bidder” means, in respect of either Combination, the winning bidder as

selected and announced by the Council of Ministers .

3. TENDER PROCESS

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3.1 Events and Other Requirements

Subject to revisions and amendments which may hereafter be made at any time by the
Council of Ministers, the HCP and the TRA (or, where duly authorized by the Council of
Ministers, the HCP and the TRA), the Tender Process is expected to consist of the
following order of events and other requirements:

(a) The HCP and the TRA published this RFA by posting the same on the Tender
Website on 2 November 2007.

(b) Any Person interested in participating in the Tender Process may, at any time
from 2 November 2007 through 25 January 2008, submit an expression of
interest in the form attached as Appendix 3.1(b) and pay to the TRA a
non-refundable entry fee of US$50,000 (each such Person being an “Eligible
Party”). Within three business days after submission of such expressions of
interest and payment of such entry fee, the HCP and the TRA will jointly
provide confirmation to such Persons that they have satisfied the
aforementioned conditions and so are Eligible Parties.

(c) Eligible Parties who execute and deliver to the HCP a non-disclosure
agreement in the form attached hereto as Appendix 3.1(c-1) and an
acknowledgement of the data room rules and procedures attached hereto as
Appendix 3.1(c-2) will be permitted to conduct due diligence by accessing an
online data room at any time from 6 November 2007 (or, if later, the time that
they submit the non-disclosure agreement and the acknowledgement of the
data room rules and procedures) until 1 February 2008. The HCP will provide
such Eligible Parties with instructions for access to the online data room within
three business days of submission of their non-disclosure agreements.

(d) The HCP and the TRA intend, from time to time, to issue and make available
for review by Eligible Parties in the online data room the Information
Memorandum, the Acquisition Documents (in draft form) and other materials
relevant to the Tender Process.

(e) Eligible Parties may submit questions regarding the RFA, the Information
Memorandum, the Acquisition Documents, the materials that they review in the
due diligence process, or otherwise in respect of the Tender Process and the
Auctions at any time before 5:00 p.m. Beirut time on 10 December 2007

(f) Questions must be submitted in Microsoft Word® format by email sent to the
addresses of both the HCP and the TRA set forth in Clause 6.8(a) of this RFA.
To ensure responsive answers, Eligible Parties should ensure that all
questions are clear and concise and each question should refer the HCP and
the TRA to the relevant document, if any, and the relevant clause thereof as to
which the question pertains.

(g) The HCP and the TRA will review and assess all timely questions received
from Eligible Parties. The HCP and the TRA may, but are not obligated to,
publish responses to the questions by posting the same on the Tender Website
and/or on the online data room on or before 7 January 2008.

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(h) The Council of Ministers is expected to meet on or around the 24 January 2008
in order to confirm the timetable for the opening of the sealed pre-Auction bids
and for the Auction.

(i) Applicants may submit Applications (which will contain the sealed pre-Auction
bids) in accordance with Clauses 4 and 5 of this RFA between 9:00 a.m. and
5:00 p.m. Beirut time on 1 February 2008 but neither before nor after such time
window. Applicants are not required to have submitted expressions of interest
nor are they required to qualify as Eligible Parties or include previously
qualified Eligible Parties in their Consortium. However, Applicants who have
not previously qualified as Eligible Parties or who do not include any previously
qualified Eligible Parties in their Consortium must submit the US$50,000
non-refundable entry fee payable to the TRA with their Application. Only one
US$50,000 entry fee is required per Consortium, but no credit or refund will be
provided for a Consortium that includes more than one Eligible Party which
previously paid a US$50,000 entry fee.

(j) The HCP and the TRA will review and assess all timely Applications received
for compliance with the requirements of this RFA and otherwise as specified by
the HCP and the TRA.

(k) The HCP and the TRA will jointly announce the qualifying Applicants (such
Applicants being the “Qualifying Applicants”) on the Tender Website by 18
February 2008, as well as whether any Qualifying Applicant has been excluded
from one or other (or both) of the Auctions pursuant to Clause 3.3 of this RFA.
At the same time, the HCP and the TRA will jointly announce the date
(currently expected to be 21 February 2008) on which the pre-Auction bids will
be opened, the decision on revenue share will be made by the Council of
Ministers and announced, and the Auctions will be conducted. Immediately
upon announcing the Qualifying Applicants, the HCP and the TRA will destroy
(without opening) the sealed pre-Auction bids of all Applicants that are not
designated as Qualifying Applicants.

(l) The pre-Auction bids of Qualifying Applicants will remain sealed after the HCP
and the TRA have announced which Applicants will be designated as
Qualifying Applicants. On the day of the Auctions, the Auction Committee will
open and review the sealed pre-Auction bids submitted by Qualifying
Applicants with their Applications. The Auction Committee will then compile a
table of the amounts of the 0% Revenue Share Bids and the 10% Revenue
Share Bids submitted by the Qualifying Applicants (but without identifying the
Qualifying Applicant who submitted each such bid) and forward such table to
the Council of Ministers for a determination of whether a 0% or a 10% revenue
share will be payable by each Licensee to the Republic of Lebanon. The
Auction Committee will also determine whether any Qualifying Applicant is to
be excluded from either Auction in accordance with Clause 3.3 of this RFA.

(m) On the same day as it receives the amounts of the revenue share bids, the
Council of Ministers will announce its decision whether the Licensees will be
required to pay a 0% revenue share or a 10% revenue share. Both Licensees
will be subject to the same revenue share percentage.

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 (n) On the same day as the Council of Ministers announces its decision regarding
the revenue share, the HCP and the TRA will conduct the Auctions of the
Combinations in accordance with Clause 3.4 of this RFA.

(o) On the same day as and immediately after the Auctions, the Chairman of the
TRA and the Secretary General of the HCP will jointly notify the Council of
Ministers (through the Minister of Telecommunications), of the identity and bid
amount of the Prospective Winning Bidder for each of Combination 1 and
Combination 2. Their notification may include a recommendation regarding
the sale of the Combinations to the Prospective Winning Bidders for the
amount of their respective bids.

(p) Within three business days thereafter, the Minister of Telecommunications will
send a written recommendation to the Council of Ministers with respect to the
sale of the Combinations to the highest bidders (or otherwise as provided in
Clause 3.4(e)).

(q) Within two weeks after receiving the recommendation of the Minister of
Telecommunications, the Council of Ministers may, in its absolute discretion,
issue a decree designating the Prospective Winning Bidders as Winning
Bidders and approving the sale of the Combinations to them (or otherwise as
provided in Clause 3.4(e)) for the amounts of their respective bids in
accordance with the recommendations received. In the event that the Council
of Ministers issues such decree, it will publish it in the Official Gazette and the
HCP and the TRA will publish it on the Tender Website.The Council of
Ministers must either approve, or decline to approve, the sale of both
Combinations (i.e. the Council of Ministers may not approve the sale of only
one Combination).

(r) Within three days after the publication of the decree of the Council of Ministers
in the Official Gazette, if such decision is favorable, the HCP and the TRA will
jointly send to the Winning Bidders the confirmation letter referred to in Clause
3.5(a).

(s) Thereafter, the provisions set out in Clause 3.5 will apply in respect of the sale
of the Combinations.

3.2 Criteria for Evaluating Applications

As a condition to an Applicant being designated by the HCP and the TRA as a Qualifying
Applicant, its Application must demonstrate, to the satisfaction of the HCP and the TRA,
the following regarding the Applicant, its business plan and its technical plan (and the
determination of the HCP and the TRA as to whether or not an Applicant or an Application
satisfies these criteria will be final and binding):

(a) The Applicant must satisfy the following criteria:

(1) The Applicant, and, if it is a Consortium, all members of the Consortium,

must be fit and proper Persons and must satisfy all requirements
applicable to them as set forth in this RFA.

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(2) The Applicant must be an MNO or its Affiliate or, if the Applicant is a
Consortium, the Consortium must include as a member an MNO or its
Affiliate that will enter into a management agreement for a five year
period with the Licensee in accordance with Clause 4.4 (and subject to
Clause 4.4(b)), and

(A) the MNO or its Affiliates must have at least three years of
experience in owning and operating Mobile Networks and providing
Mobile Services;

(B) the MNO or its Affiliates must provide Mobile Services over one or
more Mobile Networks owned and operated by such MNO and its
Affiliates to at least 1,000,000 Subscribers of which at least 500,000
are in a single market; and

(C) the MNO and its Affiliates must be in good standing with all
regulators of their Mobile Networks and Mobile Services and
neither the MNO nor any of its Affiliates may have suffered, at any
time, the revocation of a significant GSM or UMTS license for a
material failure to perform

(3) The Applicant must state in its Application that it agrees to, and the
Licenses will include, the following ownership and lock-up restrictions:

(A) the members of the Consortium will become founder shareholders

of the Licensee and (other than the MNO) thereafter may not sell,
transfer or otherwise divest part or all of their shareholdings in the
Licensee until the third anniversary of the issuance of the License
(but the TRA may, in its discretion, remove such lock-up restriction
at any time prior to such third anniversary if the Licensee has
satisfied the network upgrade, rollout and coverage requirements
set forth in the License); and

(B) the MNO or its Affiliate will subscribe for and own at least 15% of
the equity of the Licensee as a founder shareholder on a fully
diluted basis and will maintain such minimum 15% ownership for at
least five years from the issuance of the License, subject to dilution
resulting from any equity issuance by the Licensee after the third
anniversary of the issuance of the License where such issuance is
approved by the TRA, such approval not to be unreasonably
withheld.

(4) The proposed role of the MNO in the ownership and/or management of
the Licensee must be for a period of at least five years from the
issuance of the License, and must give it sufficient influence over the
management, affairs and policies of the Licensee.

(5) The Consortium structure and documents must satisfy all other
applicable requirements set forth in this RFA, including, without
limitation, commitments to satisfy the requirements in Clause 3.5 of this
RFA.

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 (6) No Person or its Affiliates may be a member of more than one
Consortium and/or be involved with more than one Applicant.

(b) The Applicant’s business plan must be viable and realistic and the Applicant
must demonstrate that the Licensee will have adequate financial resources,
based on its committed equity funding and its ability to attract debt financing, to
meet its capital needs during the first five years of operations.

(c) The Applicant’s technical plan must demonstrate that it has a competent plan
for operating and developing a high quality Mobile Network and providing high
quality and innovative Mobile Services in the Republic of Lebanon in
accordance with the terms and conditions of the License.

3.3 Exclusion of certain low pre-Auction bids

If one or more Qualifying Applicants submit pre-Auction bids for a Combination

(whether for the 0% or 10% revenue share) that are less than 50% of the average
of all pre-Auction bids (for such 0% or 10% revenue share) submitted by Qualifying
Applicants for such Combination, then

(1) unless less than five Qualifying Applicants would remain in the
Auction in respect of such Combination, the Qualifying Applicant
submitting the lowest such bid (or if more than one Qualifying
Applicant submitted the same lowest such bid, then all such lowest
bidding Qualifying Applicants) will be excluded from participation in
such Auction; but

(2) such excluded Qualifying Applicant(s) will be permitted to participate

in the Auction of the other Combination if its (their) pre-Auction bid
was not similarly disqualified as too low for such other Combination.

3.4 Auction Rules

(a) Each Qualifying Applicant may participate in each Auction of a Combination for
which it submitted a pre-Auction bid and from which it was not excluded
pursuant to Clause 3.3. Qualifying Applicants that submit pre-Auction bids for
only one Combination will not be permitted to participate in the Auction for the
other Combination.

(b) All bids submitted by Qualifying Applicants in the Auctions will be recorded.

(c) Applicants who are not designated as Qualifying Applicants will not be
permitted to participate in the Auctions.

(d) The bidding process for the Auctions of Combination 1 and Combination 2 will
be conducted as follows

(1) The Auctions will take place in a live public session (with media and
television invited) in Beirut on a single day on the same day that, and
immediately after, the Council of Ministers announces its decision

11
 regarding the 0% or 10% revenue share. The HCP and the TRA will
jointly inform Qualifying Applicants of the time and place that such
announcement will be made and where the Auctions will take place.
The HCP and the TRA may also indicate at that time the number of
individuals who are permitted to be present from each Qualifying
Applicant.

(2) Prior to commencement of the Auctions, each Qualifying Applicant

must deliver to the Auction Officials evidence of the due authorization
of the individual(s) who will submit bids on its behalf during the
Auctions. If a Qualifying Applicant is a Consortium, such individual(s)
must be authorized by or on behalf of each member of the
Consortium.

(3) The Auctions will be conducted by the Auction Officials in accordance

with the provisions of this RFA. The determinations of the Auction
Officials regarding the conduct of the Auctions will be final and
binding. Qualifying Applicants will have the opportunity before the
Auctions commence to ask the Auction Officials questions about the
conduct of the Auctions.

(4) The bidding will take place on the basis of an all-cash bid for each
Combination. The highest pre-Auction bid submitted by a Qualifying
Applicant for each Combination (based on the revenue share
percentage designated by the Council of Ministers) will be the
opening bid for such Combination in the relevant Auction. At the
outset of the Auctions, the Auction Officials will publicly announce the
amount of each such bid and the highest bidder.

(5) Further bidding will be conducted in rounds, alternating between

Combination 1 and Combination 2 unless otherwise jointly
determined by the HCP and the TRA

(6) The Auction Officials will, round by round, announce the time at which
the Qualifying Applicants must submit their bids in the next round.
Reasonable breaks may be provided between rounds.

(7) In each bidding round for each Combination, each Qualifying

Applicant bidding for such Combination may submit a single bid in
writing on a form to be provided by the Auction Officials and to be
signed by the authorized representative of the Qualifying Applicant.
The form will specify the identity of the Qualifying Bidder, the
Combination to which the bid relates, the amount of the bid and the
time at which it is signed.

(8) All bids must be a multiple of US$5 million.

(9) Following the submission of all bids in any given round, the Auction
Officials will open such bids in the presence of the bidders and will
announce the identity of each bidder and the amount of its bid.

12
 (10) The highest bid submitted by any Qualifying Applicant in a round will
automatically be the opening bid in the next round for such
Combination. In such next round, such Qualifying Applicant will be
permitted, but will not be required, to submit a bid that is higher than
this opening bid.

(11) In each bidding round for each Combination, Qualifying Applicants

who elect to participate must submit a bid that is at least US$25
million more than the opening bid in that round. Qualifying Applicants
who do not bid in a round will not thereafter be permitted to participate
in further rounds of bidding for such Combination. The Auction
Officials will keep a record of which Qualifying Applicants continue to
be permitted to participate.

(12) Subject to paragraph (11) above, Qualifying Applicants will be

permitted to participate in each round of bidding regardless of the
amount of their bids in previous rounds.

(13) Without prejudice to the right of the Auction Committee to designate

the upcoming round as being the final round, the first bidding round
for each Combination in which no bid other than the opening bid is
submitted will close the bidding for such Combination. The Auction
Committee will designate the Qualifying Applicant that submitted
such bid as the “Prospective Winning Bidder” on the basis of such
bid.

(14) If the Prospective Winning Bidder for one Combination would also be
the Prospective Winning Bidder for the other, then the Auction
Committee will designate it as the Prospective Winning Bidder of the
Combination which is the subject of the highest bid of the two
Combinations. If both bids were the same amount, then the Auction
Officials will designate it the Prospective Winning Bidder of the first
Combination for which it bid such amount. The Qualifying Applicant
who has submitted the second highest bid in respect of the other
Combination will then be designated as the Prospective Winning
Bidder in respect of that Combination.

(e) If the Prospective Winning Bidder for the relevant Combination is later
disqualified from purchasing such Combination (whether by failing to timely
perform its post-Auction requirements under this RFA or the Acquisition
Documents or by being found by the HCP and the TRA, based on subsequent
information, not to be in compliance with the criteria in this RFA for being a
Qualifying Applicant, or otherwise), then the HCP and the TRA may, but will not
be required to, recommend to the Council of Ministers that it approves the sale
of such Combination to the next highest bidder. If such next highest bidder for
such Combination has already been designated as the Winning Bidder for the
other Combination, then the HCP and the TRA may recommend to the Council
of Ministers that the next again highest bidder for such Combination be offered
the opportunity to replace the disqualified bidder. This process may be
repeated by the HCP, the TRA and the Council of Ministers, as necessary, until

13
 the Council of Ministers has approved the sale of the relevant Combination to a
Qualifying Applicant.

(f) In order to provide for potential replacements of the Winning Bidders as

contemplated in Clause 3.4(e), the next highest bid after that of the Prospective
Winning Bidder for each Combination and such bidder’s associated
Application and Bid Bond will remain valid and binding until the earlier of (i) the
date falling 180 days after the date of submission of Applications, (ii) the
closing of the sale to the original Prospective Winning Bidder referred to in
Clause 3.5(c) of this RFA, and (iii) in the case of the replacement bidder’s Bid
Bond, the date on which it delivers its Performance Bond.

3.5 Establishment and Ownership of the Licensee; Sale of the Businesses and
Issuance of the Licenses

(a) Within three days after publication of the decree referred to in Clause 3.1(q),
the HCP and the TRA will jointly issue a confirmation letter to each Winning
Bidder that it has been selected as the purchaser of the relevant Combination.

(b) Following the receipt of such confirmation letter:

(1) Within 14 days after the issuance of the confirmation letter, each
Winning Bidder must post a performance bond in the form attached
as Appendix 3.5(b) in an amount equal to 10% of such Winning
Bidder’s total bid amount. Following receipt of the duly issued
performance bond, the HCP will arrange for the cancellation and
return of the bid bond to the relevant Winning Bidder.

(2) Within 30 days after the issuance of the confirmation letter, each
Winning Bidder must provide the HCP and the TRA with all relevant
details regarding the joint stock company which must be
established under the laws of the Republic of Lebanon to own and
operate the Business and to be issued the License, including the
form of bylaws and the proposed capital structure. The proposed
bylaws must provide that:

(A) as long as the Republic of Lebanon or its designee owns at

least 2% of the shares of the Licensee, the Republic of Lebanon
or its designee as shareholder will have the right to nominate
and appoint one director of the Licensee, and such director will
have access to all information relating to the Licensee as
reasonably required to prepare and coordinate the IPO, but
such director must not have any conflicts of interest, such as
those arising from being a director, executive, employee, or
shareholder of any other telecommunications service provider
in Lebanon; and

(B) until the Lapse Date, no dividends or other distributions to

shareholders may be made without the consent of the director
representing the Republic of Lebanon or its designee or of the
Republic of Lebanon (or its designee) as a shareholder.

14
 The proposed bylaws must otherwise be in form and substance
acceptable to the HCP and the TRA as contemplated in paragraph
(3) below and, until the Lapse Date, the objects of the prospective
Licensee entity must be initially limited to the ownership,
development and operation of the relevant Combination, the
holding of the License, the financing of the foregoing and activities
related or incidental thereto. The capital structure, legal form and
other matters related to the Licensee must otherwise comply with
all applicable requirements of Lebanese law and this RFA and be
consistent with the structure and information set out in the
Application; these requirements include that a majority of the
Licensee's board of directors and the chairman thereof must be
Lebanese nationals. The HCP and the TRA may, but will not be
obligated to, prepare and circulate to the Applicants a form of
bylaws of the proposed Licensees.

(3) Within 15 days after receipt of the information requested to be

provided pursuant to Clause 3.5(b)(2) above, the HCP and the TRA
will jointly provide the Winning Bidder with any comments and
amendments to the form of bylaws (unless they were prepared by
the HCP and the TRA) and other documents provided by the
Winning Bidder, such comments to be limited to verifying
compliance with applicable requirements of Lebanese law and this
RFA (provided that neither the HCP nor the TRA nor the Republic of
Lebanon or any of its agencies makes any representations or will
have any liability vis-à-vis the Winning Bidder and the Licensee for
compliance or failure to comply with applicable requirements of
Lebanese Law and this RFA).

(4) Within 15 days after agreement between the HCP, the TRA and the
Winning Bidder on the bylaws and other documents relating to the
establishment of the proposed Licensee entity, the Winning Bidder
will take all steps necessary to form and register, and will cause the
proposed Licensee entity to be formed and registered, as a joint
stock company under the laws of the Republic of Lebanon, in
compliance with the terms hereof.

(5) Within 7 days after the establishment of the prospective Licensee

entity and its registration in the Registry of Commerce of Beirut,

(A) an amount equal to 40% of the Winning Bid Amount (subject to

paragraph (d) below) must be paid into an account designated
by the HCP in immediately available US dollar funds; and

(B) the prospective Licensee entity will execute and deliver the
Acquisition Documents in the form circulated by the HCP and
the TRA prior to the commencement of the Auction, subject to
insertion of missing information, such as the purchase price.

15
 (c) Upon satisfaction of the conditions precedent set forth in Clauses 3.5(a) and (b)
of this RFA, and any other conditions precedent to the issuance of the License,
the HCP and the TRA, together with each prospective Licensee entity, are
expected to close the acquisition of the relevant Combination. At each such
closing:

(1) 60% of the Winning Bid Amount (subject to paragraph (d) below)
must be paid into the account designated by the HCP in
immediately available US dollar funds;

(2) the TRA will issue the relevant License to the prospective Licensee
entity;

(3) the HCP will deliver or cause the delivery to the Licensee of
possession and ownership of the acquired assets and assumed
liabilities and contracts of the relevant Business pursuant to the
terms of the Acquisition Documents, but the transfer of the title to
and possession of the acquired assets may take place within two
weeks following the relevant closing, if the HCP and the TRA deem
such delay to be conducive to a smooth handover of the Business
from the relevant current operator to the Licensee; and

(4) the parties will enter into such further transactions, sign such further
documents, and make such further deliveries as may be necessary
or appropriate to give effect to the intent and purposes of this RFA.

(d) The Republic of Lebanon or its designee must receive free and clear title to
fully paid shares of the prospective Licensee entity representing one-third of all
of the issued and outstanding share capital of the Licensee. The payments of
the Winning Bid Amount will be subject to setoff, credit or similar arrangement
as required to ensure that the Republic of Lebanon receives funds equal to the
Winning Bid Amount less the economic value of the shares in the prospective
Licensee entity delivered to the Republic of Lebanon. The HCP and the TRA
will jointly provide the details of the timing and mechanics of the payments and
delivery of shares under paragraphs (b) and (c) above.

(e) Until the Lapse Date, the Licensee will be obligated to maintain a Debt to equity
ratio not exceeding 60:40 (so that Debt will not exceed 150% of equity) unless
otherwise agreed by the director representing the Republic of Lebanon or its
designee or by the Republic of Lebanon (or its designee) as a shareholder.

3.6 Initial Public Offering

(a) All of the shares to be held by the Republic of Lebanon or its designee in each
of the prospective Licensee entities are intended to be sold in an initial public
offering of such shares (“IPO”) to be conducted by the HCP on the Beirut
Stock Exchange prior to the date of issuance of the License (if market and
other conditions permit) or otherwise on or before the first anniversary of the
date of incorporation of the relevant Licensee. If the IPO takes place at any
time during the period between the date of incorporation of the prospective
Licensee entity and the date which is 30 days following the date of issuance of

16
 the relevant License (the “Initial IPO Period”), the price at which the shares
are expected to be offered must be equal to the price paid for similar shares by
the Winning Bidder, less sales commissions. Following expiration of the Initial
IPO Period, the Republic of Lebanon will be free to set the offer price of the
shares as it deems appropriate, but not below the price paid for similar shares
by the Winning Bidder, less sales commissions. The Republic of Lebanon
reserves the right in its sole discretion to amend these provisions relating to the
offer price for the shares to be sold in any IPO, without any liability ot the
relevant Winning Bidder, the Licensee or any other party. It is expected that
the initial placement and ownership of these shares will be restricted to
Lebanese nationals in compliance with Article 78 of the Lebanese Code of
Commerce, which mandates that one-third of the share capital of any entity
engaged in the provision of a public service in the Republic of Lebanon must be
held by Lebanese nationals.

(b) The Winning Bidder and the Licensee will be obligated to provide all necessary
support for the IPO, including but not limited to:

(1) preparing or assisting in the preparation of an information memorandum

and any additional offering materials setting out information regarding the
Licensee and its shareholders, including prospective plans, as may be
necessary or appropriate to market the shares and comply with legal
requirements and applicable market standards;

(2) taking responsibility for such information vis-à-vis the managers of the IPO
and prospective investors, as required by applicable rules and regulations
and market standards;

(3) refraining from conducting any direct or indirect public offering of securities
in the Licensee or which may otherwise compete or interfere with the
success of the IPO, as determined by the Republic of Lebanon and the
managers of the IPO; and

(4) otherwise provide any assistance and take any other action as may be
reasonably required by the Republic of Lebanon or the managers of the
IPO for the success of the IPO.

(c) The expenses of the IPO will be borne by the Republic of Lebanon, except for
the direct expenses of the Winning Bidder and the Licensee in assisting the
Republic of Lebanon (which will be borne by the Winning Bidder and the
Licensee).

(d) To the extent required, the Republic of Lebanon, as an initial shareholder in the
two prospective Licensee entities, may provide non-interference assurances to
the commercial independence of each such prospective Licensee entity,
without prejudice to the Republic of Lebanon’s rights as a minority shareholder.

3.7 Employee Matters

(a) The Winning Bidder must undertake to cause the prospective Licensee entity
to make an offer of employment, no later than 60 days prior to the scheduled

17
 closing date referred to in Clause 3.5(c) of this RFA, to all personnel employed
by the relevant Manager other than certain senior management executives.
This offer must:

(1) provide for the same financial terms as those in existence between the
Manager and each relevant employee on the date on which the offer is
made, provided that neither the Winning Bidder nor the prospective
Licensee entity shall be obligated to maintain any employee in the same
position as that occupied by such employee with the Manager; and

(2) be for a period of no less than 18 months from the date of employment.

(b) The end of service indemnities in respect of each relevant employee will be
borne by the Managers.

(c) Each management agreement with the relevant Manager provides that the
Manager must provide the Republic of Lebanon, at least 90 days prior to the
termination of its management agreement, with a detailed schedule containing
the list of all personnel then employed by it to manage or operate the relevant
Business (other than members of the management team employed by the
Manager or its affiliates prior to the effective date of the agreement), their
compensation, years of service, accrued benefits, and other relevant
information regarding such personnel. The online data room is expected to
contain detailed schedules of the above-mentioned information relating to the
personnel employed by the Managers.

4. INSTRUCTIONS FOR APPLICATIONS

4.1 Cover Letter

Each Application must be prefaced by a duly completed cover letter in the form of
Appendix 4.1(a) to this RFA, dated and signed by an authorized signatory of the Applicant
if it is a separate legal Person and each Consortium member if the Applicant is a
Consortium.

4.2 Information about the Applicant

Each Application must include the following information about the Applicant:

(a) the Applicant’s name and, unless the Applicant is an unincorporated

Consortium with no separate legal existence, type of Person, jurisdiction of
incorporation or residence, registered office and registered agent, principal
business address, nature of business and other relevant information;

(b) if the Applicant is a Consortium, the identity of all Consortium members,

including name, type of Person, jurisdiction of incorporation or residence,
registered office and registered agent, principal business address, nature of
business and other relevant information;

(c) the identity of all individuals who are duly authorised to act as representatives
of the Applicant, and, if it is a Consortium, each Consortium member, to sign

18
 and deliver the Application, submit bids in the Auctions and otherwise act on
behalf of the relevant Person in connection with the Tender Process, including
relevant documentation to demonstrate the authority of each such individual;

(d) a chart showing the identity and other information of the type described in
Clauses 4.2(a) and (b) of the Person that is the ultimate parent, and of all
intermediate entities, of the Applicant and, if the Applicant is a Consortium,
each Consortium member, where “ultimate parent” means any Person that
controls another Person whether by ownership of equity, contract or otherwise
but is not itself controlled by any other Person, and an “intermediate entity” of
two Persons means a Person that controls one of the two Persons and is
controlled by the other Person;

(e) identification of whether the Applicant itself is an MNO or, if the Applicant is a
Consortium, the identity of the MNO or its Affiliate that is a member of the
Consortium, and details of the network implementation and operations
experience of the MNO and its Affiliates such as length and breadth of
experience with similar technologies, rollouts and operations, scope of Mobile
Services provided, and number and type of Subscribers by segment and
market, including market share achieved, and evidence of good standing of the
MNO with the regulatory authority(ies) in the market(s) it uses to demonstrate
its other qualifications (such evidence should be a certificate from such
regulatory authority(ies), failing which a certificate of the MNO or its Affiliates
certifying as to such good standing);

(f) financial statements, including balance sheet, income statement and cash flow
statement, for the Applicant, unless the Applicant is an unincorporated
association with no separate legal existence, and otherwise for all Consortium
members, in each case for the previous two fiscal years or such shorter period
of time as the relevant Person may have been in existence, which statements
must have been prepared in accordance with generally accepted accounting
principles consistently applied and must have been audited by a reputable firm
of auditors for the most recent period submitted (and a Consortium member
may for any reason, for example if it is a special purpose vehicle, also submit
financial statements of an Affiliate and evidence of such Affiliate’s commitment
to fund such Consortium member’s obligations related to this Tender Process
and the Licensee);

(g) a copy of all agreements between and among the Consortium members and
their Affiliates in respect of the Application, the Tender Process, the Auctions
and/or subject matter of this RFA, including any “side letters” or other such
ancillary agreements;

(h) any other documentation required to demonstrate that the Consortium and its
members satisfy the requirements set forth in Clause 3.2 of this RFA; and

(i) a certificate that all material agreements and documents regarding the
Consortium and the bid have been disclosed and that there are no other facts
the omission of which would make the information disclosed inaccurate or
incomplete.

19
4.3 Information about the Proposed Licensee

Each Application must include the following information about the proposed Licensee:

(a) details of the proposed ownership structure of the Licensee, including, if the
Applicant is a Consortium, the proposed percentage equity ownership in the
Licensee of each Consortium member (after giving effect to the equity required
to be transfered to the Republic of Lebanon or its designee pursuant to this
RFA);

(b) draft organisational documents for the Licensee, such as articles of

incorporation, bylaws, shareholders agreements or other documents of similar
import depending on the proposed type of legal Person of the Licensee; and

(c) the proposed capital of the Licensee.

4.4 Management Agreement

(a) Subject to Clause 4.4(b) of this RFA, each Applicant must submit a copy of the
draft management agreement pursuant to which the Licensee will be provided
with access to the technology, professional know-how, and operational and
management experience of the MNO required to operate the Mobile Network
and provide Mobile Services. The management agreement should address
the organisational structure of the proposed Licensee, emphasising project
management, system design, technical support, implementation, marketing,
sales, operations and maintenance, and the functions and responsibilities of
the MNO or its Affiliate relating thereto. The management agreement must
have a term of at least five years. After the Application has been submitted, the
Applicant may not make any material change in the management agreement
without the prior approval of the TRA.

(b) An Applicant whose MNO or its Affiliate has committed to own at least 50% of
the equity of the Licensee for at least five years is not required to submit a draft
management agreement.

4.5 Information about the Proposed Business and Mobile Network Operations

Applicants should provide information regarding their proposed business and technical
plans, including the following information:

(a) high level corporate strategy, including sales and marketing plan, and how it
would contribute to Lebanon’s telecommunications market;

(b) a financial summary using the pro-forma financial summary form attached as
Appendix 4.5(b), and a detailed financial plan for the first five years after the
acquisition of the Combination, including projected revenues, profits and
losses, cash flows and balance sheets, a detailed set of key assumptions
driving the revenues model as well as a bottom up analysis of capital and
operating costs for the services and supporting networks and systems, but
which should exclude any pre-Auction bid amount and assume for all

20
 purposes in the financial summary and financial plan that the bid price is zero
and that the revenue share is 10%;

(c) technical plans including the following information:

(1) network upgrades, coverage and rollout commitments, including types of

services and their roll-out plan, technical quality of services commitments
per phase, the roll-out plan for each of the first five years of operation
which will meet or exceed the minimum requirements set forth in the
License as specified in the Information Memorandum, and the proposed
launch dates for new or upgraded service offerings; and

(2) operations plans and technical plans, including

(A) network and component hierarchy;

(B) network capacity in terms of the number of Subscribers capable of

being supported and relevant metrics per Subscriber;

(C) the expected usage, if any, of facilities of current

telecommunication service providers (e.g. radio infrastructure,
leased lines etc.);

(D) radio frequency requirements for transmission links (including

information concerning the frequency bands, number of channels
and the anticipated use);

(E) any plans the Applicant may have to establish an IP-based network
for backhaul and a description of the proposed network
infrastructure;

(F) an international access plan;

(G) a description of the technique to be used for optimal spectrum

utilization;

(H) a description of the technology to be employed and the applicable

network standards (including any geographic restrictions to
availability of enhanced services);

(I) the extent to which technical evolution is planned over a five-year

period, including an outline of how the migration from initial to
subsequent technologies will be managed (if applicable);

(J) a description of the proposed approach to the operation of the

Mobile Services in Lebanon;

(K) mobile number portability plans;

21
 (L) a description of proposed methods for addressing national security
and other security issues, including collection and use of
location-based information and other methods; and

(M) the proposed quality standards and reporting arrangements for

network performance monitoring, call metering and billing,
maintenance procedures and systems, and customer care and
after sales support.

4.6 Pre-Auction Bids

Each Application must include, in a separate sealed envelope, two pre-Auction bids for
each Combination for which the Applicant intends to bid in the Auction. Specifically, for
each such Combination, each Applicant must submit one pre-Auction bid (the “0%
Revenue Share Bid”) that assumes the Licensee will not be required to pay a revenue
share to the Republic of Lebanon and another pre-Auction bid (the “10% Revenue Share
Bid”) that assumes the Licensee will be required to pay a 10% revenue share to the
Republic of Lebanon. The 0% Revenue Share Bid and the 10% Revenue Share Bid must
be on the forms set forth as Appendices 4.6(a) and 4.6(b) of this RFA.

4.7 Bid Bond

Each Application must include a bid bond in the face amount of US$50,000,000, in the
form of Appendix 4.7 to this RFA and issued by Qualified Bank.

5. PROCEDURE FOR FILING AN APPLICATION

5.1 The first and final pages of the original Application must be signed by an
authorised signatory of the Applicant or, if it is a Consortium, each Consortium
member. Each of the other pages must be stamped and/or initialed by each such
authorised signatory.

5.2 An original and five paper copies of the Application, together with electronic copies
as required under Clause 5.5, must be packaged together in one or more boxes.
Each such box must be sealed, packed and closed, so that it is not possible to
open it without visual evidence. Improperly marked or sealed packages may be
rejected.

5.3 Each of the original and five copies of the Application packaged together in the
boxes must be submitted in separate sealed envelopes clearly marked
"Application for License to provide a Mobile Network and Mobile Services." The
original and each of the five copies must be respectively marked as "original" and
"copy." In the event of any discrepancy between the original and the copies, the
original will prevail. Envelopes must be sealed so that it is not possible to open
them without visual evidence.

5.4 Applicants should submit Applications that are complete but concise. The size of
an Application should not be greater than 100 pages of A4 in type no less than 10
points (other than smaller type fonts on photocopies of documents required to be
provided with an Application but not prepared for purposes of the Application).
Supporting documentation, such as agreements among Consortium members and

22
 financial statements of Consortium members for example, are not included in the
page limit. All pages of an Application must be numbered.

5.5 Applicants must also submit electronic versions of their Applications, including
financial plans in the form of Microsoft Excel® spreadsheets, containing any
embedded formulas that enable search capabilities of the Application in
non-rewritable CD-ROM format (Adobe Acrobat®, Microsoft Word®, Microsoft
PowerPoint®, Microsoft Excel® or HTML) in each of the original and the five
copies of their Applications.

5.6 Applicants must deliver the boxes by hand or by courier to the TRA at the address
set out in Clause 6.8(a)(2) below.

5.7 The original and all copies of the Application must be typed or written in indelible
ink.

5.8 Applications must contain no interlineations, erasures or overwriting except as

necessary to correct errors made by the Applicant, in which case the Person or
Persons signing the Application should initial each correction.

5.9 Failure by any Applicant to provide all of the information required in the Application
or any additional information required by the HCP and the TRA may lead to the
rejection of such Application in its entirety. Incomplete Applications may be
disqualified, although the HCP and the TRA reserve the right, in their sole
discretion, to notify the relevant Applicant and offer an opportunity to correct any
technical deficiencies.

6. GENERAL PROVISIONS

6.1 Confidentiality of Applications

(a) Except as otherwise provided, the HCP and the TRA will treat all Applications
received in relation to this RFA as confidential during the period before the
award of Licenses but Applications will not be returned to Applicants.

(b) Claims of confidentiality and the treatment of any information for which
confidentiality is claimed are subject to applicable laws, regulations, decrees
and orders.

(c) No Official will be liable in any respect whatsoever to any Applicant or any of its
members or representatives for damages or harm resulting from a failure to
maintain such confidentiality.

6.2 HCP and TRA Use of Applications

Subject to applicable patent, copyright, trade secret, trademark and similar laws, and
subject to the requirement to destroy certain pre-Auction bids as set forth in this RFA, the
HCP and the TRA will have the right to use or reproduce ideas and information contained
in an Application without notice or compensation of any kind to the Applicant. Applicants
are advised to indicate clearly in their Applications any intellectual property rights that they

23
assert to be applicable to the contents thereof with specific reference to the relevant
contents

6.3 Fees and Costs of Applications, Proposals and Tender Process

All fees paid to the TRA by Applicants are non-refundable, regardless of whether the
Applicant continues in the Tender Process and regardless of the outcome of the Tender
Process. Each Applicant will bear all costs associated with the preparation and filing of its
Application. No Official will be responsible for these costs, regardless of the conduct or
outcome of the Tender Process.

6.4 Reservation of Rights

(a) This RFA and certain other information are and will be available to all
interested parties on the Tender Website. The Information Memorandum, the
Acquisition Documents and other information not supplied on the Tender
Website will be available in the online data room to Eligible Parties who enter
into a non-disclosure agreement and acknowledgement of the data room rules
and procedures. All such information is provided to Applicants on the terms
and conditions set out in this RFA and, if applicable, the non-disclosure
agreement and the data room rules and procedures.

(b) Except for the Acquisition Documents if and when executed and delivered and
the Licenses if and when awarded, in each case to the Winning Bidders as set
forth herein, neither this RFA nor the Information Memorandum nor other
document published on the Tender Website, made available in the online data
room or otherwise made available to Applicants or other Persons in connection
with the Tender Process constitutes a binding agreement or offer by the TRA,
the HCP or any other Official to any other Person. This RFA does not purport
to contain all the information each Applicant may require. It is not the role of
any Official to consider the investment objectives, financial situation or
particular needs of any Applicant. No representation or warranty, expressed or
implied, is made by any Official as to the accuracy, reliability or completeness
of the information provided and no Official will have any liability whatsoever to
any Applicant or, where applicable, to any of its Consortium members, owners
or shareholders or any other Person resulting from use of or reliance on any of
the information so provided. Each Applicant should conduct its own
investigations and analysis and should verify the accuracy, reliability and
completeness of the information set out in this RFA, the Information
Memorandum, the online data room and otherwise, and should obtain
independent advice from appropriate sources prior to use of or reliance on
such information.

(c) Notwithstanding any other provisions in this RFA, for whatever reason and
without incurring any costs or liabilities or any obligation to inform the
Applicants of the reasons for its actions, the Republic of Lebanon, the HCP and
the TRA reserve the absolute and unfettered right, in their sole discretion:

(1) to take any action, including amending, updating and supplementing this
RFA and the Information Memorandum and any other relevant documents,
as they consider necessary;

24
 (2) to modify the Tender Process set out in this RFA and any other relevant
documents;

(3) to accept or reject any Application for any reason and to waive any
informalities or defects in Applications received;

(4) to annul, postpone and/or terminate the Tender Process or revoke the sale
of a Combination at any time before the same is completed; and

(5) to qualify or fail to qualify any one or more Applicants who have filed an
Application to proceed to the next stage of the Tender Process or otherwise
to be eligible to participate in the process for the acquisition of a
Combination.

(d) Neither the Republic of Lebanon nor the HCP or the TRA are legally obliged to
sell either Combination to any Applicant.

(e) Neither the Republic of Lebanon nor any Official nor any of their respective
external advisers will incur any liability whatsoever to any Applicant or, where
applicable, to any of its Consortium members, owners or shareholders or any
other Person by reason of any decision made or not made or action taken or
not taken by any Official or any other Person in connection with changes to this
RFA and related documents, the evaluation and selection of an Applicant, the
carrying out or termination of the Tender Process, and the IPOs.

6.5 Other Provisions

(a) Each member of a Consortium which submits an Application will be deemed to

have committed that it is not, and will not become or seek to become, involved
with any other Applicant Consortium at any time during the Tender Process.

(b) The TRA and HCP may refuse to accept or evaluate Applicants and remove
them from further consideration for any reason, including but not limited to
those reasons set out below:

(1) failure to comply with any of the procedures or other requirements

established by this RFA;

(2) illegal conduct by or on behalf of the Applicant or any of its Consortium

members related to the Tender Process;

(3) any attempts by or on behalf of the Applicant or any of its Consortium

members to influence the evaluation of Applications;

(4) any corrupt practice by or on behalf of the Applicant or any of its

Consortium members, including the offering, giving, receiving or soliciting
of any thing of value to influence the action of an Official in relation to the
Tender Process;

25
 (5) any fraudulent practice by or on behalf of the Applicant or any of its
Consortium members, including misrepresentations of fact or intention,
and collusive practices, prior to or after submission of Applications,
designed to undermine the integrity of the Tender Process or the
competitiveness of the Auctions; or

(6) any other reason they deem appropriate.

(c) Applicants, their Consortium members, and their respective employees,

agents and advisers, are not allowed to contact any Official in any way
whatsoever in order to seek clarifications or other information regarding this
RFA document other than by the means given in this RFA. Any breach of this
requirement will result in the disqualification of the Applicant.

(d) If at any time the HCP or the TRA learns that any of the activities referred to in
Clause 6.5(b) or (c) of this RFA has occurred, then the HCP may rescind the
sale of the relevant Business and the TRA may revoke the relevant License
without compensation. The provisions of this Clause are in addition to any
criminal or civil legal action that may be available to or taken by any
government entity or regulatory authority, including the TRA.

6.6 Actions and Payments to be made

(a) In respect of all actions to be taken by the HCP hereunder, the HCP shall be
represented by its Secretary General and in respect of all actions to be taken
by the TRA hereunder, the TRA shall be represented by its Chairman.

(b) Except for the payments to be made pursuant to Clauses 3.1(b) and 3.1(i), all
payments to be made hereunder shall be to an account of the Republic of
Lebanon designated by the HCP in immediately available and freely
transferable US dollars free and clear of and without any deduction for or on
account of any present or future taxes, levies, imposts, duties, charges, fees,
deductions or withholdings of any nature whatsoever and by whomsoever
imposed.

6.7 Legal and Formal Requirements

(a) This RFA and the Licenses to be issued in connection herewith shall be
governed by and construed in accordance with the laws of the Republic of
Lebanon.

(b) The competent courts of Lebanon will have exclusive jurisdiction in respect of
any dispute arising out of or in connection with this RFA.

(c) All Applications and associated documentation must be filed in the English
language, and all proceedings and communications relating to this RFA and
the Tender Process will be in the English language.

(d) All currency amounts in this RFA are expressed in US dollars and all currency
amounts in the Application must also be expressed in US dollars.

26
 (e) All dates and time period used in this RFA and in the Tender Process will be
according to the Gregorian calendar unless otherwise specified.

6.8 Communications in Connection with the Licensing Process

(a) All correspondence with the HCP and the TRA, other than the filing of the
Application, must be submitted to either of the following addresses:

(1) To the HCP:

By email to:

hcp@hcp.gov.lb

By hand or courier to:

Mr. Ziad Hayek

Secretary General
The Higher Council for Privatization of Lebanon (HCP)
Grand Sérail -Beirut Central District
Beirut-Lebanon

(2) To the TRA:

By email to:

mobile_licensing_2007@tra.gov.lb

By hand or by courier to:

Dr. Kamal Shehadi

Chairman and CEO
Telecommunications Regulatory Authority of Lebanon (TRA)
Marfaa 200 Building
Beirut Central District
Beirut-Lebanon

(b) All correspondence should contain the name, address, fax number and email
address of the sender for the dispatch of any written response.

27
 APPENDIX 3.1(b)
FORM OF EXPRESSION OF INTEREST

(To be prepared on the stationery of the interested party submitting it)

Attention:
Dr. Kamal Shehadi
Chairman and CEO
Telecommunications Regulatory Authority of Lebanon (TRA)
Marfaa 200 Building
Beirut Central District
Beirut-Lebanon

Mr. Ziad Hayek

Secretary General
The Higher Council for Privatization of Lebanon (HCP)
Grand Sérail -Beirut Central District
Beirut-Lebanon

Dear Sirs:

We refer to the Request for Applications published by the HCP and the TRA in connection
with the tender process for the businesses of two mobile network operators and related
20-year Licenses.

We wish to express formally our interest in conducting due diligence on such businesses
and/or submitting questions to the HCP and the TRA pursuant to Clause 3.1(b) of the
RFA.

We understand that this expression of interest is not legally binding and does not oblige
the HCP or the TRA in any manner towards our company in connection with the tender
process.

We enclose a bank check in the amount of US$50,000 in favour of the TRA.

The name and email address of the individual (who we may change by written notice to
you) who we have authorised to send and receive all communications regarding any
matter relating to the tender process are as follows:

[insert name and email address of authorised individual]

Date:

Submitted by:

[Name]
[Title]
[Company]
[Address]
[Tel/Fax No.]
[e-mail address]

28
 APPENDIX 3.1(c-1)
FORM OF NON-DISCLOSURE AGREEMENT

Dated: [●], 2007

NON-DISCLOSURE AGREEMENT

between

The Higher Council for Privatization,

acting on behalf of the Republic of Lebanon,

and
The Telecommunications Regulatory Authority

and

[POTENTIAL BIDDER]

29
CONTENTS
CLAUSE

1. Interpretation ......................................................................................... 1
2. Bidder's Obligations............................................................................... 3
3. Authorized Contact ................................................................................ 5
4. Forced Disclosure.................................................................................. 6
5. Time....................................................................................................... 7
6. Indemnity ............................................................................................... 7
7. Whole Agreement and Conduct of Negotiations ................................... 8
8. Costs ..................................................................................................... 8
9. Assignment............................................................................................ 8
10. Acting as Principal ................................................................................. 9
11. Intellectual Property............................................................................... 9
12. Severance ............................................................................................. 9
13. Variation and Waiver ............................................................................. 9
14. Language............................................................................................. 10
15. Governing Law and Jurisdiction .......................................................... 10

30
THIS NON-DISCLOSURE AGREEMENT is dated [●], 2007 (the "Agreement"), is
entered into between the Higher Council for Privatization, acting on behalf of the
Republic of Lebanon (the "HCP"), The Telecommunications Regulatory Authority (the
"TRA") and [Potential Bidder] (the "Bidder").

BACKGROUND

(A) The Bidder is one of a number of parties who is participating in a tender

process leading to the acquisition of the subscribers, and certain of the
related assets and liabilities and contracts, of each of the two existing state-
owned mobile telecommunications operators, together, in each case, with the
award of a 20-year license to build, own and operate a mobile
telecommunications network and provide mobile telecommunications services
in Lebanon.

(B) The HCP and the TRA wish to ensure that any Confidential Information
revealed to the Bidder in the course of the tender process and the associated
negotiations remains confidential and is not used by the Bidder for any
purpose other than for the proposed purchase of the Businesses.

AGREED TERMS

1. INTERPRETATION

1.1 The following words and expressions will have the meanings assigned to
them below, unless the context requires otherwise
"Business 1" means the subscriber contracts and other contracts, network
and certain other assets and liabilities of Mobile Interim Company 1 S.A.L.
("MIC 1"), a Lebanese joint-stock company established on behalf of the
Republic of Lebanon to own or lease certain network assets, and assume the
related contracts, previously owned and operated pursuant to a build, operate
and transfer contract. Business 1 is currently operated by Consortium
Detecon International GmbH, Fal Holdings Arabia Co. Ltd. and Detecon Al
Saudia Co. Ltd.

"Business 2" means the subscriber contracts and other contracts, network
and certain other assets and liabilities of Mobile Interim Company 2 S.A.L.
("MIC 2"), a Lebanese joint-stock company established on behalf of the
Republic of Lebanon to own or lease certain network assets, and assume the
related contracts, previously owned and operated pursuant to a build, operate
and transfer contract. Business 2 is currently operated by Mobile
Telecommunications Company.

"Businesses" means Business 1 and Business 2 and "Business" means

either one of them.

31
 "Citi" means Citigroup Global Markets Limited of Citigroup Centre, 33
Canada Square, Canary Wharf, London, E14 5LB UK.

"Confidential Information" has the meaning given in Clause 2.2.

"Copies" copies of Confidential Information including any document,

electronic file, note, extract, analysis, study, plan, compilation or any other
way of representing or recording and recalling information which contains,
reflects or is derived or generated from Confidential Information.

"Group" in relation to a company, that company and any company of which it

is a subsidiary (its holding company) and any other subsidiaries of any such
holding company. Unless the context otherwise requires, the application of
the definition of Group to any company at any time shall apply to the company
as it is at that time.

"Indemnified Person" means each of: (i) Citi and JPMorgan and their
respective directors, partners or employees; (ii) PricewaterhouseCoopers and
its directors, partners or employees; (iii) HAF Consulting and its directors,
partners or employees; (iv) Dewey & LeBoeuf (including its legacy firms) and
its directors, partners, attorneys or employees; (v) Abousleiman & Partners
and its directors, partners, attorneys or employees; and (vi) any other adviser
of the HCP or the TRA.

"JPMorgan" means J.P. Morgan plc of 10 Aldermanbury, London, EC2V

7RF, UK
"Permitted Purpose" considering, evaluating and negotiating the proposed
purchase of the Businesses.

1.2 Clause and schedule headings do not affect the interpretation of this
Agreement.

1.3 A "person" includes a corporate or unincorporated body.

1.4 A reference to a law is a reference to it as it is in force for the time being,

taking account of any amendment, extension, application or re-enactment and
includes any subordinate legislation for the time being in force made under it.

1.5 "Writing" or "written" includes faxes and email.

1.6 Words in the singular include the plural and in the plural include the singular.

32
2. BIDDER'S OBLIGATIONS

2.1 In return for the HCP and the TRA making Confidential Information available
to the Bidder, the Bidder shall:
(a) keep the Confidential Information secret;
(b) use the Confidential Information only for the Permitted Purpose;
(c) not, save as required by law, disclose the Confidential Information (or
allow it to be disclosed), in whole or in part, to any person or make
Copies unless permitted by this Agreement;
(d) ensure that no person gets access to Confidential Information from
the Bidder, its officers, employees or agents unless authorized; and
(e) inform the HCP and the TRA immediately on becoming aware, or
suspecting, that an unauthorized person has become aware of
Confidential Information.

2.2 "Confidential Information" means all information in whatever form

(including, without limitation, in written, oral, visual or electronic form, or on
tape or disk) relating to the Businesses, that is directly or indirectly disclosed,
whether before or after the date of this Agreement, to the Bidder or any of its
representatives by any agent or employee of the HCP and the TRA, or which
comes to the Bidder's attention in connection with the Permitted Purpose, but
excludes the information in Clause 2.3.

2.3 Information is not Confidential Information if:

(a) the information is, or subsequently becomes, public knowledge other
than as a direct or indirect result of the information being disclosed in
breach of this Agreement; or
(b) the Bidder can establish, to the reasonable satisfaction of the HCP
and the TRA, that it found out the information from a source not
connected with the HCP and the TRA and that such source is not
under any obligation of confidence in respect of that information; or
(c) the Bidder can establish, to the reasonable satisfaction of the HCP
and the TRA, that the information was known to the Bidder before
the date of this Agreement and that it was not under any obligation of
confidence in respect of that information; or
(d) the parties agree in writing that it is not confidential.

2.4 The Bidder may disclose Confidential Information only:

(a) to such officers and employees of its Group as are strictly necessary
for the Permitted Purpose;

33
 (b) to professional advisers or consultants engaged to advise the Bidder
in connection with the Permitted Purpose;
(c) to bankers and potential investors and their professional advisers or
consultants for the purpose of securing financing in relation to the
Permitted Purpose;
(d) to people whom the HCP and the TRA agree in writing may receive
the information; and
(e) to the extent permitted by Clause 4.

2.5 The Bidder shall:

(a) inform any person to whom it discloses the Confidential Information
that the information is confidential; and
(b) procure that any person to whom it discloses the information (other
than disclosures under Clause 4) complies with this Agreement as if
they were the Bidder and, if the HCP and the TRA so request,
procure that they enter into a confidentiality agreement with the HCP
and the TRA on terms equivalent to those contained in this
Agreement.

2.6 The Bidder may make only such Copies as are strictly necessary for the
Permitted Purpose and shall:
(a) clearly mark all Copies as confidential;
(b) ensure that all Copies supplied to it or made by it can be separately
identified from its own information; and
(c) ensure that all Copies within its control are protected against theft or
unauthorized access and that no person discovers Confidential
Information from the Bidder unless authorized.

2.7 The Bidder shall, immediately on the HCP's and/or the TRA's written request,
supply the HCP and the TRA with a list showing, to the extent reasonably
practical:
(a) where all Copies supplied to the Bidder by the HCP and/or the TRA
are held, if any;
(b) all Copies that have been made by the Bidder or the persons to
whom it has disclosed the Confidential Information and where they
are held; and
(c) the names and addresses of every person to whom Confidential
Information has been disclosed and a copy of the confidentiality
agreements signed by them complying with Clause 2.5(b).

34
2.8 If discussions in relation to the proposed purchase of the Businesses cease,
or the HCP and/or the TRA so requests in writing at any time, a senior officer
of the Bidder shall immediately:
(a) return to the HCP and the TRA all the Confidential Information
received by the Bidder; and
(b) destroy or permanently erase all Copies supplied to it or made by it,
or by the persons who have received Confidential Information.

2.9 The Bidder shall, immediately on the request of the HCP and/or the TRA,
confirm in writing that it has complied with its obligations under Clause 2.8.

3. AUTHORIZED CONTACT

3.1 All communications with the HCP and the TRA about the Permitted Purpose
shall be addressed to:

The Higher Council for Privatization

of the Lebanese Republic
Beirut, Lebanon

Attention: Secretary General

Facsimile: +961 1 983 061

and

The Telecommunications Regulatory Authority

Marfaa 200 Building
Beirut, Lebanon

Attention: The Chairman

Facsimile: +961 1 964 341

3.2 All communications with Citi and JPMorgan about the Permitted Purpose
shall be addressed to:

Citigroup Global Markets Limited

Citigroup Centre
33 Canada Square
Canary Wharf
London, E14 5LB
UK

Attention: Ralf Pilarczyk

Facsimile: +44 20 8043 0706
Email: ralf.pilarczyk@citi.com

and

35
 J.P. Morgan plc
10 Aldermanbury
London, EC2V 7RF
UK

Attention: Jonathan Cheal

Facsimile: +44 20 7325 8720
Email: jonathan.cheal@jpmorgan.com

3.3 In connection with the Permitted Purpose, the Bidder shall not contact or
communicate with:
(a) any officers, employees, consultants, advisers, landlords, bankers,
customers or suppliers of the Business;
(b) the HCP or the TRA, other than the persons named in Clause 3.1,
without the HCP's and the TRA's written consent;
(c) Citi or JPMorgan, other than the persons named in Clause 3.2,
without Citi's and JPMorgan's written consent.

4. FORCED DISCLOSURE

4.1 Subject to Clause 4.2, the Bidder may disclose Confidential Information to the
minimum extent required by:
(a) any order of any court of competent jurisdiction or any competent
judicial, governmental or regulatory body; or
(b) the rules of any listing authority or stock exchange on which the
shares of any company in the Bidder's Group are listed or traded; or
(c) the laws or regulations of any country with jurisdiction over the affairs
of any company within the Bidder's Group.

4.2 Before the Bidder discloses any information under this Clause 4, the Bidder
shall, to the extent permitted by law:
(a) inform the HCP and the TRA of the full circumstances of the
disclosure and the information that will be disclosed, and take all
such steps as may be reasonable and practicable in the
circumstances to agree the contents of such disclosure with the HCP
and the TRA before making the disclosure;
(b) consult with the HCP and the TRA as to possible steps to avoid or
limit disclosure and take those steps where they would not result in
significant adverse consequences to the Bidder;
(c) gain assurances as to confidentiality from the body to whom the
information is to be disclosed; and

36
 (d) where the disclosure is by way of public announcement, agree the
wording with the HCP and the TRA in advance.

4.3 The Bidder shall co-operate with the HCP and the TRA if the HCP and the
TRA decide to bring in any legal or other proceedings to challenge the validity
of the requirement to disclose Confidential Information.

4.4 If the Bidder is unable to inform the HCP and the TRA before Confidential
Information is disclosed, the Bidder shall (to the extent permitted by law)
inform the HCP and the TRA immediately after the disclosure of the full
circumstances of the disclosure and the information that has been disclosed.

5. TIME

5.1 The obligations contained in this Agreement shall end on completion of the
purchase by the Bidder of Business 1 or Business 2.

5.2 If the Bidder does not acquire Business 1 or Business 2, the obligations
contained in this Agreement shall end two years from the date of this
Agreement, but without affecting the liability of either party for breach of this
Agreement before then.

6. INDEMNITY

The Bidder shall (in addition to, and without affecting, any other rights or
remedies the HCP and the TRA may have whether under statute, law or
otherwise) indemnify, and keep indemnified –

(a) the HCP and the TRA, and their respective officers, employees,
advisers or agents; and

(b) the Indemnified Persons,

from and against all actions, claims, demands, liabilities, damages, losses,
costs, charges and expenses (including, without limitation, consequential
losses, loss of profit and loss of reputation and all interest, penalties and legal
and other professional costs and expenses) that an Indemnified Person may
suffer or incur in connection with, or arising (directly or indirectly) from, any
breach or non-performance by the Bidder, or any person to whom it has
disclosed or given access to any part of the Confidential Information or any
Copies, of any of the provisions of this Agreement.

37
7. WHOLE AGREEMENT AND CONDUCT OF NEGOTIATIONS

7.1 This Agreement is the whole agreement between the parties and supersedes
any arrangements, understanding or previous agreement between them
relating to the subject matter covered by this Agreement.

7.2 This Agreement and the supply of Confidential Information does not constitute
an offer by the HCP and/or the TRA to sell Business 1 and/or Business 2 to
the Bidder or an invitation to purchase or tender for Business 1 or Business 2
and does not impose an obligation on either party to continue discussions or
negotiations in connection with the proposed purchase of Business 1 or
Business 2.

7.3 The Confidential Information has not been verified by the HCP and the TRA
or any of their advisers and may not be accurate or complete and the HCP
and the TRA and the Indemnified Persons make no representation or
warranty as to the accuracy, completeness or reasonableness of the
Confidential Information and no such representation or warranty shall be
implied. Neither the HCP nor the TRA are liable to the Bidder or to any person
to whom the Bidder discloses the Confidential Information if it is relied on.

7.4 If the purchase proceeds and the Bidder is successful in the tender process,
the Bidder shall enter into a sale and purchase agreement in which the Bidder
shall acknowledge that the Bidder has not been induced to enter into such
agreement by any representation other than as set out in the sale and
purchase agreement.

7.5 Nothing in this Clause 7 operates to limit or exclude any liability for fraud.

8. COSTS

Unless otherwise specified, all costs in connection with the negotiation,

preparation, execution and performance of this Agreement (and any
documents referred to in it) and the consideration or evaluation of the
Confidential Information shall be borne by the party that incurred the costs.

9. ASSIGNMENT

10.1 The HCP and/or the TRA may, at any time, assign (absolutely or by way of
security and in whole or in part) the benefit of any or all of its obligations or
any benefit arising under or out of this Agreement.

38
10.2 The Bidder may not assign any of its rights under this Agreement or any
document referred to in it without the prior written consent of the HCP and the
TRA, such consent not to be unreasonably withheld or delayed.

10. ACTING AS PRINCIPAL

The Bidder is acting as principal and not as a broker or agent.

11. INTELLECTUAL PROPERTY

None of the Confidential Information is the property of the Bidder. The

disclosure to the Bidder of any Confidential Information shall not give the
Bidder any licence or other rights whatsoever in respect of any part of such
Confidential Information beyond the rights contained in this Agreement.

12. SEVERANCE

12.1 If any court or administrative body of competent jurisdiction finds any

provision of this Agreement to be invalid, unenforceable or illegal, the other
provisions of this Agreement shall remain in force.

12.2 If any invalid, unenforceable or illegal provision would be valid, enforceable or

legal if some part of it were deleted, the provision shall apply with whatever
modification is necessary to make it valid, enforceable and legal.

13. VARIATION AND WAIVER

13.1 A variation of this Agreement shall be in writing and signed by or on behalf of

all parties.

13.2 A waiver of any right under this Agreement is only effective if it is in writing
and it applies only to the person to whom the waiver is addressed and the
circumstances for which it is given.

13.3 A person that waives a right in relation to one person, or who takes or fails to
take any action against that person, does not affect its rights against any
other person.

13.4 No failure to exercise or delay in exercising any right or remedy provided

under this Agreement or by law constitutes a waiver of such right or remedy
or will prevent any future exercise in whole or in part thereof.

39
13.5 No single or partial exercise of any right or remedy under this Agreement
shall preclude or restrict the further exercise of any such right or remedy.

13.6 Rights arising under this Agreement are cumulative and do not exclude rights
provided by law.

14. LANGUAGE

14.1 If this Agreement is translated, the English language text shall prevail.

14.2 Any other document provided in connection with this Agreement shall be in
English, or there shall be a properly prepared translation into English and the
English translation shall prevail in the case of any conflict between them.

15. GOVERNING LAW AND JURISDICTION

15.1 This Agreement and any disputes or claims arising out of, or in connection
with, its subject matter are governed by and construed in accordance with the
law of the Lebanese Republic.

15.2 The parties irrevocably agree that the competent courts of Lebanon shall
have exclusive jurisdiction to settle any dispute or claim that arises out of or in
connection with this Agreement.

IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to be

signed in their respective names as of the day and year first above written.

FOR AND ON BEHALF OF FOR AND ON BEHALF OF

The Higher Council for Privatization The Telecommunications Regulatory

Authority

Date: ______________________ Date: ______________________

By ______________________ By ______________________

40
FOR AND ON BEHALF OF

[Potential Bidder]

Date: ______________________

By ______________________

41
 APPENDIX 3.1(c-2)
DATA ROOM RULES AND PROCEDURES

THE HIGHER COUNCIL FOR PRIVATIZATION

acting on behalf of the Republic of Lebanon

and

THE TELECOMMUNICATIONS REGULATORY AUTHORITY

DATA ROOM RULES AND PROCEDURES

in relation to a tender process leading to the

acquisition of the subscribers, and certain of the
related assets and liabilities and contracts, of each of
the two existing state-owned mobile
telecommunications together, in each case, with the
award of a 20-year license

42
1. GENERAL

1.1 This document sets out the rules ("Rules") controlling the use of the online
data room ("Website") made available to approved Viewers (as defined in
Clause 1.3) in relation to the proposed tender process leading to the
acquisition of the Subscribers, and certain of the related assets and liabilities
and contracts, of each of the two existing state-owned mobile
telecommunications operators, together, in each case, with the award of a 20-
year license to build, own and operate a mobile telecommunications network
and provide mobile telecommunications services in Lebanon (the "Proposed
Acquisition and Award").

1.2 In offering the Website, the Republic of Lebanon, acting through the Higher
Council for Privatization (the "HCP"), and the Telecommunications Regulatory
Authority (the "TRA"), are making available a facility which allows Eligible
Parties (as defined below) and their advisers ("Representatives") to access,
via the Internet, operational, financial, legal and other relevant information
("Information") relating to the Subscribers, the Subscriber contracts, the
Businesses and the Licenses (as such terms are defined below). In
consideration of the use of this Website, Eligible Parties and their
Representatives agree to be bound by these Rules. These Rules apply to
each and every occasion on which the Website is accessed by either an
Eligible Party or a Representative authorized by the HCP and/or the TRA and
Dewey & LeBoeuf ("D&L") to do so.

1.3 Eligible Parties and their Representatives shall only be granted access to the
Website with the prior consent of the HCP and/or the TRA and D&L and such
consent may be withdrawn at any time without prior notice. Prior to gaining
admission to the Website for the first time, Eligible Parties and their
Representatives and each person to whom they wish to give access to the
Website ("Viewer") shall accept the viewer's terms and conditions of the
Website ("Viewers Terms and Conditions") in the form attached to these
Rules.

1.4 Except as may be otherwise provided in any final agreements relating to the
Proposed Acquisition and Award, or in any related disclosure letter, all
Information and documents that are made available on the Website by the
Republic of Lebanon, acting through the HCP, and the TRA shall be deemed
to have been disclosed.

2. DEFINITIONS

The following words and expressions will have the meanings assigned to
them below, unless the context requires otherwise:

"Business 1" means the Subscriber and other contracts, network and certain
other assets and liabilities of Mobile Interim Company 1 S.A.L. ("MIC 1"), a
Lebanese joint-stock company established on behalf of the Republic of
Lebanon to own or lease certain network assets, and assume the related
contracts, previously owned and operated pursuant to a build, operate and
transfer contract. Business 1 is currently operated by Consortium Detecon
International GmbH, Fal Holdings Arabia Co. Ltd. and Detecon Al Saudia Co.
Ltd.

43
"Business 2" means the Subscriber and other contracts, network and certain
other assets and liabilities of Mobile Interim Company 2 S.A.L. ("MIC 2"), a
Lebanese joint-stock company established on behalf of the Republic of
Lebanon to own or lease certain network assets, and assume the related
contracts, previously owned and operated pursuant to a build, operate and
transfer contract. Business 2 is currently operated by Mobile
Telecommunications Company.

"Businesses" means Business 1 and Business 2 and "Business" means

either one of them.

"Consortium" means a group of Persons forming a single Eligible Party.

"Eligible Party" means any Person interested in participating in the Tender

Process who submits an expression of interest on or before 11 January 2008
the form attached to the RFA and who pays to the TRA a non-refundable
entry fee of US$50,000.

"Financial Due Diligence Report" means the financial due diligence report
prepared by PricewaterhouseCoopers in connection with the Transaction,
dated 2 November 2007.

"HAF Reports" means the reports prepared by HAF Consulting in respect of

the Transaction based on (i) an initial investigation including site visits, (ii)
fixed asset register verification, and (iii) Network Operations Centre
interrogation.

"Information Memorandum" means the Information Memorandum issued by

the HCP and the TRA on 2 November 2007 which provides an overview and
description of the Lebanese Republic, the Lebanese telecommunications
market, the Businesses, the Lebanese telecommunications regulatory
environment, and other matters related to the Transaction.

"Legal Due Diligence Reports" means the legal due diligence reports
prepared by D&L, in cooperation with Abousleiman & Partners, in connection
with the Transaction, dated 2 November 2007.

"License" means a license to be issued by the TRA, and approved in a

decree issued by the Council of Ministers of Lebanon, to build, own and
operate a Mobile Network and provide Mobile Services in Lebanon in the form
to be provided by the TRA, and "License 1" is the License to be awarded to
Licensee 1 and "License 2" is the License to be awarded to Licensee 2.

"Licensee" means the holder of a License, and "Licensee 1" means the
Licensee that acquires Business 1 and "Licensee 2" means the Licensee that
acquires Business 2.

"Mobile Network" means a terrestrial (but not satellite) digital cellular radio
communications network for the provision of Mobile Services to the public,
including, without limitation, a network of radio base station sites, a core
network and a network of transmission links, configured so as to permit full
mobility of user terminals (radio stations) and allow a Subscriber to receive
and to transmit communications from a user terminal located anywhere in the
coverage area of the network.

44
 "Mobile Services" means the provision of telecommunications services to the
public over a Mobile Network.

"Officials" means the HCP, the TRA and any other government agency or
official of the Republic of Lebanon, and their respective boards, members,
officials, officers, representatives, agents, advisers, staff, and consultants and
any employee of the foregoing.

"Person" means any individual, corporation, company, partnership, trust or

other entity, including a Consortium, but excludes any Official.

"Reports" means the Financial Due Diligence Report, the Legal Due
Diligence Reports and the HAF Reports.

"RFA" means the Request for Applications to participate in the Tender

Process, issued by the HCP and the TRA, dated 2 November 2007.

"Subscriber" means any Person that is a party to a contract or other similar

arrangement (which may be on a pre-paid basis) that is in force with a service
provider for the supply of Mobile Services by the service provider to such
Person.

"Tender Process" means the tender process for the Businesses and
Licenses as set out in the RFA, the Information Memorandum and other
applicable documents and communications, as the same may be modified,
supplemented or withdrawn.

"Transaction" means the proposed sale of the Businesses and the grant of
the Licenses to the Licensees.

3. NON DISCLOSURE

3.1 The Information is made available subject to and on the terms of the non-
disclosure agreement given by Eligible Parties in respect of information made
available to them and their Representatives and advisers in connection with
the Proposed Acquisition and Award ("Non-Disclosure Agreement").
Where:

(a) either or both of these Rules and the attached Viewer's Terms and
Conditions; and

(b) the terms of the Non-Disclosure Agreement conflict,

the terms of the Non-Disclosure Agreement shall prevail.

3.2 Where Representatives have not signed the Non-Disclosure Agreement, the
Representative shall confirm that it has read or is aware of the Non-
Disclosure Agreement validly countersigned by an authorized person on
behalf of the Eligible Party, and that it is fully aware of the obligations in the
Non-Disclosure Agreement and agrees to be bound by its provisions as if it
had personally signed the Non-Disclosure Agreement.

3.3 Representatives shall ensure that their employees and each other person
who reports to them:

45
 (a) are aware of their obligations in the Non-Disclosure Agreement; and

(b) shall comply with the terms of the Non-Disclosure Agreement.

4. NO WARRANTY

4.1 Except as may be otherwise provided in the final agreements relating to the
Proposed Acquisition and Award, no representation or warranty, express or
implied, is made or given as to the adequacy, accuracy, reliability or
completeness of the Information or as to the reasonableness of any
assumptions on which any of it is based. Eligible Parties and their
Representatives agree, on their own behalf and on behalf of any person to
whom they make known any part of the Information (subject to the provisions
of the Non-Disclosure Agreement), that except as may be otherwise provided
in any final agreements relating to the Proposed Acquisition and Award, none
of the Republic of Lebanon, the HCP, the TRA or their advisers or any of their
respective agents, directors, employees or advisers have any liability to
Eligible Parties or their Representatives or any person to whom information is
made available, resulting from the use of the Information. In making the
Information available, the Republic of Lebanon is under no obligation to
provide any additional information or to update or correct any inaccuracies
which may become apparent in any of the Information.

4.2 This disclaimer is in addition to any disclaimer(s) contained in the Information

Memorandum, the RFA and/or any other materials provided (or to be
provided) to Eligible Parties and/or to their Representatives as part of the
Tender Process.

5. USING THE WEBSITE

Whilst using the Website, Viewers must:

(a) take all reasonable steps to ensure that none of the Information is
visible to, or capable of being, overlooked by, other persons;

(b) not leave their computer or other communications device through

which they access the service unattended whilst connected to the
Website;

(c) ensure that they delete the browser temporary Internet files and
cookies and close the browser and when they have finished using the
Website; and

(d) not deface, mark, alter, modify, vary (including varying the sequence
of) damage or destroy in any way any Information contained on the
Website.

6. DESTRUCTION OF DOCUMENTS DOWNLOADED FROM THE WEBSITE

At the request of the HCP, the TRA or D&L, Eligible Parties or, as the case
may be, Representatives agree to:

(a) return to the HCP or the TRA or, at its choice, destroy all Information
downloaded from the Website and any information derived or
generated therefrom together with any copies thereof (in all cases

46
 whether in the Viewer's possession or in the possession of others to
whom such information is made known in whatever form (subject to
the provisions of the Non-Disclosure Agreement));

(b) delete all information downloaded from the Website and any
information derived or generated therefrom from any computer, word
processor or other like device in the Viewer's possession, custody or
control or in the possession, custody or control of others to whom such
information is made known in whatever form (subject to the provisions
of the Non-Disclosure Agreement); and

(c) provide a certificate confirming that the provisions of Clause 6(a) and
Clause 6(b) have been complied with.

Please sign the acknowledgement below and return to:

The Higher Council for Privatization

of the Lebanese Republic
Beirut, Lebanon

Attention: Secretary General

Facsimile: +961 1 983 061

and

The Telecommunications Regulatory Authority

Marfaa 200 Building
Beirut, Lebanon

Attention: The Chairman

Facsimile: +961 1 964 341

47
ACCEPTANCE NOTE

We have read and agree to be bound by the Rules and agree to procure that each of
the designated Viewers whom we have requested be given access to the Website
shall also read and be bound by these Rules.

In particular, we acknowledge that the Reports, to the extent included on the

Website, are being made available to us for information purposes only. We
acknowledge that the Reports have been prepared on the basis that they are
addressed only to the HCP and may not be relied upon by us or for any other
purpose. In no event shall: (i) PricewaterhouseCoopers, its directors, partners or
employees; (ii) HAF Consulting, its directors, partners or employees; (iii) D&L
(including D&L's legacy firms), its directors, partners, attorneys or employees; or (iv)
Abousleiman & Partners, its directors, partners, attorneys or employees, have any
responsibility or liability whatsoever towards us or towards any other person in
respect of our use of the Reports, or for our reliance on the information contained in
the Reports or for any other purpose.

Signed:.......................................
By:
For and on behalf of:

Dated: 2007

48
 SCHEDULE
VIEWER'S TERMS AND CONDITIONS OF THE LEBANESE MOBILE
TELECOMMUNICATIONS ONLINE DATA ROOM

1. In offering the Website, the Republic of Lebanon, acting through the HCP,
and the TRA has made available a facility which allows viewers ("Viewers") to
access, via the Internet, information ("Information") relating to the
Subscribers, the Subscriber contracts, the Businesses and the Licenses. In
consideration for accessing the Information, Viewers must agree to these
terms and conditions in connection with their use of the Website.

2. Whilst using the Website Viewers must:

(a) take all reasonable steps to ensure that none of the Information is
visible to, or capable of being overlooked by, other persons;

(b) not leave computers or other communications device through which

the service is accessed unattended whilst connected to the Website;

(c) ensure that the browser temporary Internet files and cookies are
deleted and the browser is closed when they have finished using the
Website; and

(d) not deface, mark, alter, modify, vary (including varying the sequence
of) damage or destroy in any way any Information contained on the
Website.

3. Except as provided in the Non-Disclosure Agreement, Viewers shall keep all

the Information contained on the Website secret and confidential and not use
the Information or in any way disclose it to any other person without the prior
written consent of the Republic of Lebanon (which may be given on such
terms as it considers appropriate) except for:

(a) the purpose of assisting potential bidders to negotiate a purchase of

the Subscribers; or

(b) Information which is in or which enters the public domain otherwise

than as a consequence of a breach of these terms and conditions.

4. No representation or warranty, express or implied, is made or given as to the

adequacy, accuracy, reliability or completeness of the Information or as to the
reasonableness of any assumptions on which any of it is based and Viewer's
agree, on their own behalf and on behalf of any person to whom they make
known any part of the Information (in accordance with these terms and
conditions) that, except as may be otherwise provided in any final agreements
relating to the proposed acquisition of the Subscribers and the award of
relevant licenses, none of the Republic of Lebanon, the HCP, the TRA or any
of their advisers, or any of their respective agents, directors, employees or
advisers have any liability to the Viewer, potential bidders or any such person
to whom information is made known, resulting from the use of the Information.
In making the Information available, the Republic of Lebanon is under no

49
 obligation to provide any additional information or to update or correct any
inaccuracies which may become apparent in any of the Information.

5. Each Viewer confirms that it will, at the request of the HCP, the TRA or D&L:

(a) return to the HCP or the TRA or, at its option, destroy all Information
downloaded from the Website and any information derived or
generated therefrom together with any copies thereof (in all cases
whether in the Viewer's possession or in the possession of others to
whom such information is made known in whatever form);

(b) delete all information downloaded from the Website and any
information derived or generated therefrom from any computer, word
processor or other like device in the its possession, custody or control
or in the possession, custody or control of others to whom such
information is made known in whatever form; and

(c) provide a certificate confirming that the provisions of paragraph 5(a)

and paragraph 5(b) have been complied with.

6. The Website will be the single interface for potential bidders to submit
questions, arising out of their inspection of the Information, to the Republic of
Lebanon, acting through the HCP, and the TRA. Answers to all questions
received will be published on the Website.

50
 APPENDIX 3.5(b)
FORM OF PERFORMANCE BOND

THIS PERFORMANCE BOND is made on , 2008.

BY:

(1) [Bank], a [joint stock company (société anonyme libanaise)] [banking corporation]
incorporated in [the Republic of Lebanon] [ ] whose registered office/principal
place of business [in the Republic of Lebanon] is at [ ] or insert name and
jurisdiction of incorporation and address of the international Qualified Bank (the
"Bank"),

IN FAVOUR OF:

(2) The Higher Council for Privatization of the Lebanese Republic (the "HCP").

WHEREAS:

Pursuant to the Request for Applications, it is an obligation of the Winning Bidder and a
condition precedent to the acquisition of a Combination that this Performance Bond be
issued by a Qualified Bank in favor of the HCP.

1. INTERPRETATION

1.1 Definitions

In this Performance Bond:

"Acquisition Documents" means the sale and purchase agreement and other
documents to be entered into between the Republic and the Winning Bidder
regarding the sale and purchase of the Business;

"Auction" means the public auction of each Business and License combination to
be conducted by the HCP and the TRA in connection with the Tender Process;

"Bonded Sum" means 10% of the Winning Bid Amount;

"Business Day" means a day other than a Saturday or Sunday on which banks in
Lebanon are open for general business;

"Business" means the subscriber contracts, mobile network and certain other
assets and liabilities of [Mobile Interim Company 1 S.A.L.] [Mobile Interim
Company 2 S.A.L.], a Lebanese joint-stock company established on behalf of the
Republic of Lebanon to own or lease certain mobile network assets, and assume
the related contracts, previously owned and operated pursuant to two build,
operate and transfer contracts;

"Combination" means the combined Business and License;

51
 "Council of Ministers" means the Council of Ministers of the Lebanese Republic;

"Law No.431" means Law No. 431 of the Lebanese Republic which was enacted
on July 22, 2007, published in the Official Gazette No.41 dated July 23, 2007, and
its implementing decrees and decisions, including Decree No. 13944, dated
January 4, 2005, Decree No. 14264, dated March 4, 2005, Decree No. 1, dated
February 8, 2007 and Decision of the Council of Ministers No. [z], dated [z]
regarding the conduct of the Auction;

"License" means a license issued by the TRA, and approved in a decree to be

issued by the Council of Ministers, to build, own and operate a mobile network and
provide mobile services in Lebanon;

"Qualified Bank" means (a) a bank established under the laws of the Republic of
Lebanon with minimum assets, as at the date of the last audited balance sheet of
US$3 billion or its equivalent in Lebanese Pounds; or (b) an international bank,
acceptable to the HCP, with minimum assets, as at the date of the last audited
balance sheet, of US$10 billion and possessing a current credit rating of A or
higher from Standard and Poor's or Fitch IBCA or A1 or higher from Moody's;

"Republic" means the Republic of Lebanon acting through an authorized

representative or body;

"Request for Applications" or "RFA" means the rules and procedures dated 2
November 2007, as amended from time to time, governing the Auction, issued by
the HCP and the TRA, a copy of which has been published by the HCP and the
TRA;

"Tender Process" means the tender process for the Combinations as set out in this
RFA, the Information Memorandum (as defined in the RFA) and other applicable
documents and communications, as the same may be modified, supplemented or
withdrawn from time to time;

"TRA" means the Telecommunications Regulatory Authority of the Lebanese

Republic;

"Winning Bid Amount" means, in respect of the Combination, the all-cash winning
bid for the purchase (expressed in US dollars) of 100% of such Combination as
selected and announced by the Council of Ministers;

a "Winning Bidder" means in respect of either Combination, the winning bidder as

selected and announced by the Council of Ministers; and

the "Winning Bidder" means [z].

1.2 Construction

In this Performance Bond, unless the contrary intention appears, a reference to:

(i) any document shall include that document as it may be amended, novated
or supplemented from time to time;

52
 (ii) a Clause is a reference to a Clause of this Performance Bond;

(iii) a person includes its successors and assigns; and

(iv) headings are for convenience only and are to be ignored in construing this
Performance Bond.

2. PERFORMANCE BOND

2.1 On the occurrence of any of the following events:

(i) any failure by the Winning Bidder to pay any portion of the Winning Bid
Amount or any other amount due to the Republic pursuant to the RFA, the
Acquisition Documents or otherwise in respect of the Auction or the Tender
Process;

(ii) any failure by the Winning Bidder to perform any of its obligations under the
RFA, including the failure to establish and incorporate the Licensee
pursuant to the laws of the Republic, the failure to issue shares in the
Licensee and the failure to deliver shares of the Licensee to the Republic or
its designee representing one-third of all of the issued and outstanding
share capital of the Licensee; or

(iii) any other failure by the Winning Bidder or the Licensee to comply fully with
any other obligations and undertakings provided for in the RFA, the
Acquisition Documents or otherwise in respect of the Auction or the Tender
Process,

the Bank undertakes to the HCP that it will, upon first written demand by the HCP,
notwithstanding any objection which may be made by the Winning Bidder or any
other person and without requiring or obtaining any evidence or proof that the
relevant events have in fact occurred, pay, satisfy and discharge without any delay
the Bonded Sum.

2.2 The obligations under this Performance Bond constitute direct primary, irrevocable
and unconditional obligations of the Bank.

2.3 This Performance Bond shall continue in full force and effect until either payment
by the Bank to the HCP of the Bonded Sum in full, in accordance with sub-Clause
2.1, and of the aggregate of all sums payable under Clauses 5 and 8, or the
release of this Performance Bond by the HCP in accordance with sub-Clause 2.4.

2.4 This Performance Bond shall be released by the HCP on the later of the date of
closing pursuant to the Acquisition Documents and the date of issuance of the
License, provided always that this Performance Bond is released no later than 12
months from the date hereof.

3. INDEMNITY

As a separate, additional, continuing, primary and direct obligation, the Bank

hereby unconditionally and irrevocably undertakes to the HCP that, should the

53
 Bonded Sum not be recoverable from the Bank under Clause 2 for any reason,
then, notwithstanding that the reason may have been known to the Bank or the
HCP, the Bank shall, upon first written demand by the HCP, indemnify the HCP
against all losses, claims, costs, charges and expenses to which it may be subject
or which it may incur under or in connection with this Performance Bond.

4. MAXIMUM LIMIT

The maximum amount for which the Bank shall be liable under this Performance
Bond shall not exceed the aggregate of:

(i) the Bonded Sum; and

(ii) the aggregate of all sums payable under Clauses 5 and 8.

5. INTEREST AND COSTS

The Bank shall pay interest on the Bonded Sum from the date of demand to the
date of payment in full (both dates inclusive) compounded quarterly (both before
and after any arbitral award) at 10 per cent. per annum. The interest shall be
payable on demand and shall accrue from day to day on the basis of the number of
days elapsed and a 360 day year.

6. WAIVER OF NOTICES ETC.

The Bank hereby unconditionally waives, to the fullest extent permitted by

applicable law:

(i) any and all notices which may be required by statute, rule of law or
otherwise to preserve intact any rights of the HCP against the Winning
Bidder, including, without limitation, any demand, presentment, protest or
notice of acceptance, notice of any liability to which this Performance Bond
may apply or proof of notice of non-payment;

(ii) promptness, diligence and any right to the enforcement, assertion or

exercise by the HCP of any right, power, privilege or remedy;

(iii) any amendment, supplement or modification of the RFA, the Acquisition

Documents, the License or any other document related thereto;

(iv) any requirement that the HCP or any other person exhaust any right, power,
privilege or remedy, or mitigate any damages resulting from a default, in
respect of the Bonded Sum, or proceed or take any action against the HCP
or any other person under or in respect of the Bonded Sum, or protect,
secure, perfect or ensure any lien or security interest on any property at
any time constituting collateral security for the Bonded Sum;

(v) any rights of discussion or divisibility it may have under Lebanese law; and

(vi) the liquidation, administration, dissolution, lack of capacity or authority, or

any change in the name or consultation of the Winning Bidder or the Bank.

54
7. ADDITIONAL SECURITY

This Performance Bond is in addition to and not in substitution for or prejudiced by

any present and future guarantee, lien or other security held by the HCP as
security for the obligations of the Winning Bidder. The rights, powers and
remedies of the HCP under this Performance Bond are in addition to and not
exclusive of those provided by law.

8. NO DEDUCTIONS AND TAXES

All sums payable by the Bank under this Performance Bond shall be paid in full in
immediately available and freely transferable US dollars without set-off or
counter-claim and free and clear of, and without deduction of or withholding for, or
on account of, any present or future taxes, levies, imposts, duties, fees or other
charges of any nature whatsoever and by whomsoever imposed. If any payment is
subject to any tax, duty or charge, or if the Bank is required by law to make any
deduction or withholding, the Bank shall pay the tax, duty or charge and shall pay
to the HCP any additional amounts as shall result in the HCP receiving a net
amount equal to the full amount which it would have received had no payment,
deduction or withholding been required.

9. REPRESENTATIONS AND WARRANTIES

The Bank hereby represents and warrants to the HCP as follows:

(i) that this Performance Bond constitutes its legally binding obligation
enforceable in accordance with its terms and does not conflict with any law,
regulation or instrument binding on or relating to the Bank and that this
Performance Bond is within its powers and has been duly authorised by it;

(ii) that it is a Qualified Bank; and

(iii) that the payment obligations of the Bank under this Performance Bond will
constitute the direct, general, unconditional, unsubordinated and
unsecured obligations of the Bank and will at all times rank at least pari
passu in priority of payment with all other present and future unsecured and
unsubordinated indebtedness of the Bank, except for any obligations that
may be preferred by provisions of law that are both mandatory and of
general application.

10. UNDERTAKING

The Bank undertakes with the HCP that, from the date of this Performance Bond
until the Bonded Sum has been released to the Winning Bidder, it will not claim as
a creditor of the Winning Bidder or any co-surety in competition with the HCP.

11. INFORMATION AND CONSENTS

11.1 The Bank shall supply the HCP with publicly available information as to itself and (if
applicable) its subsidiaries as the HCP may reasonably request.

55
11.2 The Bank warrants that all consents, licenses and authorizations required or
desirable under existing law for the entry into and performance by the Bank of its
obligations under this Performance Bond have been obtained.

12. NOTICES

12.1 All notices, requests, demands or other communications arising out of or in

connection with this Performance Bond shall be delivered in writing:

(i) to the HCP at its address stated in the RFA;

(ii) to the Bank, at its address stated in this Performance Bond.

12.2 The HCP and the Bank may change their respective nominated addresses for
service of documents to another address in Lebanon by giving not less than five
Business Days' prior written notice to each other. All notices, demands and
communications must be in writing.

12.3 Any notice, demand or communication sent to the HCP or the Bank as provided in
this Clause shall be deemed to have been given, if sent by post, two Business
Days after posting (and in proving delivery it shall be sufficient to provide that the
notice, demand or communication was properly addressed and put in the post), if
delivered by hand, at the time of delivery or, if sent by facsimile, at the time of
dispatch.

13. ASSIGNMENTS

The Bank shall not assign, transfer, novate or dispose of any of its rights and
obligations under this Performance Bond. The HCP may assign all or any part of
its rights and benefits under this Performance Bond at any time without the
consent of the Winning Bidder or the Bank.

14. REMEDIES AND WAIVERS

No delay or omission of the HCP in exercising any right, power or remedy under
this Performance Bond shall impair that right, power or remedy or constitute a
waiver of it nor shall any single or partial exercise of any right, power or remedy
preclude any other or farther exercise of it or the exercise of any other right, power
or remedy. The rights, powers and remedies provided in this Performance Bond
are cumulative and not exclusive of any rights, powers or remedies which the HCP
would otherwise have.

15. VALIDITY

This Performance Bond shall not be valid with respect to any written notice
received by the Bank after the date which is 12 months from the date of this
Performance Bond and shall thereafter be null and void. When the validity of this
Performance Bond has expired it must be returned to the Bank for cancellation but
the Bank shall be released from any obligation hereunder even if, in breach of this
provision, such return has not taken place.

56
16. GOVERNING LAW

This Performance Bond shall be governed by and construed in accordance

with the laws of the Lebanese Republic.

17. DISPUTE RESOLUTION

The competent courts of the Lebanese Republic shall have exclusive

jurisdiction in respect of any dispute arising out of or in connection with this
Performance Bond.

IN WITNESS of which this Performance Bond has been signed on behalf of the Bank on
the date which appears first on page 1.

[Bank]

By: ___________________________________
Name:
Title:
Address:

57
APPENDIX 4.1(a)
FORM OF COVER LETTER
(To be prepared on the stationery of the Applicant or submitting Consortium member.)

Attention:

Dr. Kamal Shehadi

Chairman and CEO
Telecommunications Regulatory Authority (TRA) of Lebanon
Marfaa 200 Building
Beirut Central District
Beirut-Lebanon

Mr. Ziad Hayek

Secretary General
The Higher Council for Privatization of Lebanon
Grand Sérail-Beirut Central District
Beirut-Lebanon

[Insert Date]

Name of Applicant:

Dear Sirs:

Re: Request for Applications to participate in the tender process for the
businesses of two existing mobile network operators together with 20-year
licenses in Lebanon

1. Having examined the Request for Applications (“RFA”) issued by the HCP and the
TRA, we the undersigned hereby submit an Application to acquire a Business and
be awarded a License to build, own and operate a Mobile Network and provide
Mobile Services in the Republic of Lebanon.

2. We have duly completed this letter and enclose herewith:

a. our Application including all the elements required under the RFA;

b. a bid bond (using the bid bond form attached as Appendix 4.7 to the RFA).

3. We confirm our agreement to the terms, conditions and provisions of the RFA and
associated documents.

4. We agree that, in the event of a discrepancy between this cover letter and the RFA,
the RFA will prevail.

5. We confirm that all information provided in our Application and all associated
documentation is complete, true and accurate in every detail and by virtue of

58
 having submitted an Application, we are bound by the undertakings (but not the
forecasts and financial projections) made by us.

6. For the avoidance of doubt:

a. In this letter and in our Application, words and expressions will have the
same meanings as are respectively assigned to them in the RFA unless
otherwise defined; and

b. This letter and all other documents comprising our Application will be
governed by and construed in accordance with the laws of the Republic of
Lebanon.

7. We undertake that, if we become a Qualified Applicant and the highest bidder in

respect of one of the Combinations, we will:

a. Pay all required fees and amounts stipulated in the RFA, the Acquisition
Documents and the Licenses;

b. Execute the Acquisition Documents in the form provided by the HCP on [z]
(after consideration of comments received), subject only to completion by
inserting of the missing information, including the Winning Bid Amount; and

c. Perform all other obligations required by and comply with all undertakings
provided in the RFA and under applicable laws and regulations, as
described in the Information Memorandum and as otherwise applicable.

8. We undertake that if we become the next highest bidder after the Prospective
Winning Bidder in respect of one of the Combinations, our Application and our bids
submitted in respect of such Combination will be open for acceptance by the
Republic of Lebanon until and including that date which is 180 days from the
deadline for submission of Applications.

Yours faithfully,

[Signature of Authorised Signatory(ies) of each Consortium member]

[Name of Authorised Signatory(ies) of each Consortium member]
[Name of Applicant / each Consortium member]
[Date]

59
 APPENDIX 4.5(b)
FORM OF PRO-FORMA FINANCIAL SUMMARY

Name of Applicant: ………………………………………………………..

Re: Request for Applications for the Licensing of Mobile Telecommunications
Network and Services License in Lebanon.

Years after commercial launch

Unit Year 1 Year 2 Year 3 Year 4 Year 5
Operating Metrics
% Population Coverage %
Number of Base Stations [●]
Total Minutes of Usage Millions
Outgoing Millions
Incoming Millions
Number of Employees 00
Market/Revenue Assumptions
Population Millions
% Growth %
% Addressable Market %
Addressable Market Millions
Penetration %
Market Share %
Market Share of Gross Adds %
Market Churn %
Average Number of Subscribers Millions
% PostPaid Subscribers %
PostPaid ARPU US$
Voice ARPU US$
Data ARPU US$
PrePaid ARPU US$
Voice ARPU US$
Data ARPU US$
Average ARPU (PostPaid and Prepaid) US$
Domestic Voice ARPU US$
International Voice ARPU US$
Data ARPU US$
% Roaming Revenue %
Customer Roaming Revenue US$M
Non Customer Roaming Revenue US$M
Network Revenue US$M
Equipment Revenue US$M
Interconnect Revenue US$M
Other Operating Revenue US$M

Revenue US$M
Cost Structure
Average Acquisition Cost per Subscriber US$
Marketing Cost per Subscriber US$
Total Subscriber Acquisition Cost US$M

60
% of Revenue %
Average Administration Cost per Subscriber US$
Total Administration Cost US$M
% of Revenue %
National Roaming Costs US$M
Interconnect Expenses US$M
Other Operating Expenses US$M
Total Costs US$M
% of Revenue
EBITDA US$M
% of Revenue
EBIT US$M
% of Revenue
Net Income US$M
% of Revenue
Cash Flow Items
Capital Expenditure US$M
% of Revenue %
Cash Flow from Operations US$M
% of Revenue %
Cash Flow from Financing US$M
% of Revenue %
Net Cash Flow US$M
Financing Plan
Cash and cash equivalents US$M
Debt US$M
Equity US$M
Total Sources of Financing
(Debt and Equity) US$M

[Signature of Authorised Signatory(ies) of each Consortium member]

[Name of Authorised Signatory(ies) of each Consortium member]
[Name of Applicant / each Consortium member]
[Date]

61
 APPENDIX 4.6 (a)
FORM FOR 0% REVENUE SHARE PRE-AUCTION BID
FOR [BUSINESS 1 AND LICENSE 1 / BUSINESS 2 AND LICENSE 2]

We hereby submit a pre-Auction bid for [Business 1 and License 1 / Business 2

and License 2], assuming [0%] revenue share, in the amount of:

DOLLARS

(US$__________)

subject to the terms and conditions set forth in the Request for Applications to participate
in a Tender Process for the businesses of two existing mobile network operators together
with 20-year Licenses.

Date:

For and on behalf of

[Signature of Authorised Signatory(ies) of each Consortium member]

[Name of Authorised Signatory(ies) of each Consortium member]
[Name of Applicant / each Consortium member]
[Date]

By:
Name:
Title
Address:
Tel/Fax No.:
e-mail address

62
 APPENDIX 4.6(b)
FORM FOR 10% REVENUE SHARE PRE-AUCTION BID
FOR [BUSINESS 1 AND LICENSE 1 / BUSINESS 2 AND LICENSE 2]

We hereby submit a pre-Auction bid for [Business 1 and License 1 / Business 2

and License 2], assuming a [10%] revenue share, in the amount of:

US DOLLARS

(US$__________)

subject to the terms and conditions set forth in the Request for Applications to participate
in a Tender Process for the businesses of two existing mobile network operators together
with 20-year Licenses.

Date:

For and on behalf of

[Signature of Authorised Signatory(ies) of each Consortium member]

[Name of Authorised Signatory(ies) of each Consortium member]
[Name of Applicant / each Consortium member]
[Date]

By:
Name:
Title
Address:
Tel/Fax No.:
e-mail address

63
 APPENDIX 4.7
FORM OF BID BOND

Mr. Ziad Hayek

Secretary General
The Higher Council for Privatization of Lebanon
Grand Sérail
Beirut Central District
Beirut - Lebanon

[INSERT DATE]

Dear Sirs:

Whereas our client, [Name of the Applicant] (referred to hereinafter as the "Applicant") is
participating in a tender process leading to the acquisition of the subscribers, and certain
of the related assets and liabilities, of each of the two existing state-owned mobile
telecommunications operators, together, in each case, with the award of a 20-year license
to build, own and operate a mobile telecommunications network and provide mobile
telecommunications services in Lebanon;

And whereas the Request for Applications to participate in the tender process for the
acquisition of the businesses of two existing mobile network operators together with
20-year licenses (the "RFA") provides that the Applicant must provide a Bid Bond;

We, [Name of Qualified Bank], hereby irrevocably and unconditionally undertake that,
forthwith upon our receiving written notice from you stating that in your sole and absolute
judgment the Applicant has failed to observe or perform any of the terms, conditions or
provisions of the RFA on its part to be observed or performed, we will, notwithstanding any
objection which may be made by the Applicant, pay to you or as you may direct such an
amount as you may in such notice require not exceeding (when aggregated with any such
amount(s) previously so paid) the amount of this Bond namely fifty million US Dollars (US$
50,000,000).

Our obligations hereunder constitute direct primary, irrevocable and unconditional

obligations.

VALIDITY OF THE BOND

This Bond shall be valid from the date hereof and shall continue to be so valid with respect
to any such written notice to us referred to above as is received by us not later than [●] or,
if it be earlier and the Applicant's bid has been accepted, the date of delivery to you of the
Performance Bond (as defined in the RFA). This Bond shall not be valid with respect to
any written notice received by us after such date (or earlier date) and shall thereafter be
null and void. When the validity of this Bond has expired it must be returned to us for
cancellation but we shall be released from any obligation hereunder even if, in breach of
this provision, such return has not taken place.

64
INDEMNITY

As a separate, additional, continuing, primary and direct obligation, we hereby

unconditionally and irrevocably undertake that, should the amount of this Bond not be
recoverable from us for any reason, then, notwithstanding that the reason may have been
known to us or you, we shall, upon first written demand by you, indemnify you against all
losses, claims, costs, charges and expenses to which it may be subject or which it may
incur under or in connection with this Bond.

INTEREST AND COSTS

We shall pay interest on the amount of this Bond from the date of demand to the date of
payment in full (both dates inclusive) compounded quarterly (both before and after any
arbitral award) at 10 per cent. per annum. The interest shall be payable on demand and
shall accrue from day to day on the basis of the number of days elapsed and a 360 day
year.

WAIVER OF NOTICES ETC.

We hereby unconditionally waive, to the fullest extent permitted by applicable law:

(i) any and all notices which may be required by statute, rule of law or otherwise to
preserve intact any rights of you against the Applicant, including, without
limitation, any demand, presentment, protest or notice of acceptance, notice of
any liability to which this Bond may apply or proof of notice of non-payment;

(ii) promptness, diligence and any right to the enforcement, assertion or exercise
by you of any right, power, privilege or remedy;

(iii) any amendment, supplement or modification of the RFA, the Acquisition

Documents, the License (as such terms are defined in the RFA) or any other
document related thereto;

(iv) any requirement that you or any other person exhaust any right, power,
privilege or remedy, or mitigate any damages resulting from a default, in
respect of the amount of this Bond, or proceed or take any action against you
or any other person under or in respect of the amount of this Bond, or protect,
secure, perfect or ensure any lien or security interest on any property at any
time constituting collateral security for the amount of this Bond;

(v) any rights of discussion or divisibility it may have under Lebanese law; and

(vi) the liquidation, administration, dissolution, lack of capacity or authority, or any

change in the name or consultation of the Applicant or us.

ADDITIONAL SECURITY

This Bond is in addition to and not in substitution for or prejudiced by any present and
future guarantee, lien or other security held by you as security for the obligations of the

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Applicant. Your rights, powers and remedies under this Bond are in addition to and not
exclusive of those provided by law.

NO DEDUCTIONS AND TAXES

All sums payable by us under this Bond shall be paid in full in immediately available and
freely transferable US dollars without set-off or counter-claim and free and clear of, and
without deduction of or withholding for, or on account of, any present or future taxes, levies,
imposts, duties, fees or other charges of any nature whatsoever and by whomsoever
imposed. If any payment is subject to any tax, duty or charge, or if we are required by law
to make any deduction or withholding, we shall pay the tax, duty or charge and shall pay to
you any additional amounts as shall result in you receiving a net amount equal to the full
amount which you would have received had no payment, deduction or withholding been
required.

REPRESENTATIONS AND WARRANTIES

We hereby represent and warrant that:

(i) this Bond constitutes its legally binding obligation enforceable in accordance
with its terms and does not conflict with any law, regulation or instrument
binding on or relating to us and that this Bond is within its powers and has been
duly authorised by it;

(ii) we are a Qualified Bank (as such term is defined in the RFA); and

(iii) our payment obligations under this Bond will constitute the direct, general,
unconditional, unsubordinated and unsecured obligations and will at all times
rank at least pari passu in priority of payment with all our other present and
future unsecured and unsubordinated indebtedness, except for any obligations
that may be preferred by provisions of law that are both mandatory and of
general application.

UNDERTAKING

We undertake that, from the date of this Bond until the amount of this Bond has been
released to the Applicant, we will not claim as a creditor of the Applicant or any co-surety in
competition with you.

NOTICES

All notices, requests, demands or other communications arising out of or in connection

with this Bond shall be delivered in writing:

(i) to you at your address stated in the RFA;

(ii) to us, at our address stated in this Bond.

We may each change our respective nominated addresses for service of documents to
another address in Lebanon by giving not less than five business days' prior written notice
to each other. All notices, demands and communications must be in writing.

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Any notice, demand or communication sent to you or to us as provided herein shall be
deemed to have been given, if sent by post, two business days after posting (and in
proving delivery it shall be sufficient to provide that the notice, demand or communication
was properly addressed and put in the post), if delivered by hand, at the time of delivery or,
if sent by facsimile, at the time of dispatch.

ASSIGNMENTS

We shall not assign, transfer, novate or dispose of any of our rights and obligations under
this Bond. You may assign all or any part of your rights and benefits under this Bond at
any time without the consent of the Applicant or ours.

REMEDIES AND WAIVERS

No delay or omission in exercising any of your rights, powers or remedies under this Bond
shall impair such rights, powers or remedies or constitute a waiver of them nor shall any
single or partial exercise of any of your rights, powers or remedies preclude any other or
further exercise of them or the exercise of any other rights, powers or remedies. The
rights, powers and remedies provided in this Bond are cumulative and not exclusive of any
rights, powers or remedies which you would otherwise have.

VALIDITY

This Bond shall not be valid with respect to any written notice received by us after the date
which is 12 months from the date of this Bond and shall thereafter be null and void. When
the validity of this Bond has expired it must be returned to us for cancellation but we shall
be released from any obligation hereunder even if, in breach of this provision, such return
has not taken place.

GOVERNING LAW

This Bond shall be governed by and construed in accordance with the laws of the
Lebanese Republic.

DISPUTE RESOLUTION

The competent courts of the Lebanese Republic shall have exclusive jurisdiction in
respect of any dispute arising out of or in connection with this Bond.

Yours faithfully,

[Bank]

By: ___________________________________

Name:
Title:
Address:

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