EXHIBIT 17.A
DATED 30 NOVEMBER 2002 WITH EFFECT FROM 29 NOVEMBER 2002
BEHEER-EN BELEGGINGSMAATSCHAPPIJ TEWINA B.V.
as Guarantor
- and -
CREDIT AGRICOLE LAZARD FINANCIAL PRODUCTS BANK
as Beneficiary
--------------------------------------
DEED OF GUARANTEE
--------------------------------------
XXXXXXX XXXXX
Xxxxxxxx Xxxxx
Xxxxxxxx Xxxxxx
Xxxxxx XX0X 0XX
FINANCE DIVISION
Tel: 000-0000 0000
Fax: 000-0000 0000
Ref: 2390/2409/30830495
TABLE OF CONTENTS
CLAUSE HEADINGS PAGE
1. INTERPRETATION...........................................................1
2. GUARANTEE AND INDEMNITY..................................................2
3. CONTINUING GUARANTEE.....................................................3
4. REINSTATEMENT............................................................3
5. WAIVER OF DEFENCES.......................................................3
6. IMMEDIATE RECOURSE.......................................................4
7. APPROPRIATIONS...........................................................4
8. DEFERRAL OF GUARANTOR'S RIGHTS...........................................4
9. ADDITIONAL SECURITY......................................................5
10. RETENTION OF THIS GUARANTEE..............................................5
11. WARRANTIES AND OBLIGATIONS OF THE GUARANTOR..............................5
12. SET-OFF..................................................................7
13. MISCELLANEOUS............................................................8
14. LIMITED RECOURSE.........................................................8
15. LAW, JURISDICTION AND SERVICE............................................9
16. NOTICES..................................................................9
THIS
DEED OF GUARANTEE dated 29 November 2002 and made between:
(1) BEHEER-EN BELEGGINGSMAATSCHAPPIJ TEWINA B.V. a private limited company
(BESLOTEN VENNOOTSCHAP MET AANSPRAKELIJKHEID) organised under the laws of
The Netherlands, having its registered office at Parnassustoren,
Xxxxxxxxxxxxx 0, 0000 Xxxxxxxxx, Xxx Xxxxxxxxxxx as "GUARANTOR";
(2) CREDIT AGRICOLE LAZARD FINANCIAL PRODUCTS BANK, whose registered office is
at 00 Xxxxxxxxxx Xxxxxxxx, Xxxxxx XX0 0XX as "BENEFICIARY".
WITNESSES as follows:
1. INTERPRETATION
1.1 Terms defined in the Transaction Documents (as defined below) shall,
unless otherwise defined in this Guarantee or unless a contrary intention
appears, bear the same meanings when used in this Guarantee and the
following terms shall have the following meaning:
1.1.1 "CALL OPTION AGREEMENTS" means the two call option agreements, each
dated 29 November 2002, entered into between the Guarantor and
Trief Corporation S.A. in relation to certain shares in Trader
Classified Media N.V.;
1.1.2 "GUARANTEED LIABILITIES" means all monies, obligations and
liabilities owed, payable or to be performed by the Obligor in
favour of the Beneficiary under or in connection with the
Transaction Documents;
1.1.3 "GUARANTEE" means this
Deed of Guarantee;
1.1.4 "OBLIGOR" means Floscule B.V., a private limited liability company
(BESLOTEN VENNOOTSCHAP MET BEPERKTE AANSPRAKELIJKHEID) organised
under the laws of The Netherlands, having its registered office at
Parnassustoren, Xxxxxxxxxxxxx 0, 0000 XX Xxxxxxxxx, Xxx
Xxxxxxxxxxx;
1.1.5 "PUT OPTION AGREEMENT" means the put option agreement dated 29
November 2002, entered into between the Guarantor and Xxxxxx
Investissement in relation to certain shares in Trader Classified
Media N.V.;
1.1.6 "SHARE PLEDGE" means the notarial deed of pledge under Dutch law
dated 29 November 2002 between the Obligor and the Beneficiary;
1.1.7 "SWAP AGREEMENT" means the 1992 ISDA Master Agreement
(Multicurrency - Cross Border) and related schedule dated as of 29
November 2002 between the Obligor and the Beneficiary and the
confirmation dated 29 November 2002 forming part of such agreement
and evidencing the terms of an equity swap transaction with a trade
date of 29 November 2002 between the parties in relation to certain
shares in Trader Classified Media N.V.;
1.1.8 "TRANSACTION DOCUMENTS" means each of the Swap Agreement and the
Share Pledge; and
1.1.9 "XXXXXX GUARANTEE" means any guarantee or other assurance of
performance entered into by Xxxxxx Investissement in favour of the
Guarantor.
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1.2 Unless a contrary intention appears, words defined in the Companies Xxx
0000 (as amended by the Companies Act 1989) have the same meanings in this
Guarantee.
1.3 In this Guarantee:
1.3.1 unless the context otherwise requires, the singular includes the
plural and vice versa;
1.3.2 headings and the use of bold or italicised typeface shall be
ignored in its construction;
1.3.3 references to the "BENEFICIARY" shall include its respective
successors, assignees or transferees;
1.3.4 reference to any enactment shall include reference to such
enactment as re-enacted, amended or extended;
1.3.5 a reference to a Clause, or Schedule is, unless indicated to the
contrary, a reference to a clause or schedule to this Guarantee;
1.3.6 references to this Guarantee shall be construed as references also
to any separate or independent stipulation or agreement contained
in it;
1.3.7 a reference to another agreement (including any Transaction
Document) shall be construed as a reference to such agreement as
the same may have been modified, extended, amended, varied or
supplemented or novated from time to time;
1.3.8 the words "OTHER", "OR OTHERWISE" and "WHATSOEVER" shall not be
construed eiusdem generis or be construed as any limitation upon
the generality of any preceding words or matters specifically
referred to;
1.3.9 references to any form of property or asset shall include a
reference to all or any part of that property or asset); and
1.3.10 the word "INCLUDING" is without limitation.
1.4 This Guarantee is intended to take effect as a deed notwithstanding that
the Beneficiary may have executed it under hand only.
1.5 No term of this Guarantee is enforceable under the Contracts (Rights of
Third Parties) Xxx 0000 by a person who is not a party to this Guarantee.
2. GUARANTEE AND INDEMNITY
2.1 The Guarantor irrevocably and unconditionally:
2.1.1 guarantees to the Beneficiary punctual performance by the Obligor
of all of the Guaranteed Liabilities;
2.1.2 undertakes with the Beneficiary that whenever the Obligor does not
pay any amount when due under or in connection with the Transaction
Documents, the Guarantor shall immediately on demand pay that
amount as if it was the principal obligor; and
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2.1.3 indemnifies the Beneficiary immediately on demand against any cost,
loss or liability suffered by the Beneficiary if any obligation
guaranteed by it is or becomes unenforceable, invalid or illegal.
The amount of the cost, loss or liability shall be equal to the
amount which the Beneficiary would otherwise have been entitled to
recover but for such unenforceability, invalidity or illegality.
3. CONTINUING GUARANTEE
3.1 This guarantee is a continuing guarantee and will extend to the ultimate
balance of sums payable in respect of the Guaranteed Liabilities by the
Obligor or the Guarantor, regardless of any intermediate payment or
discharge in whole or in part or other matter whatsoever.
4. REINSTATEMENT
4.1 If any payment by the Obligor or the Guarantor or any discharge given by
the Beneficiary (whether in respect of the obligations of any Obligor or
Guarantor or any security for those obligations or otherwise) is avoided
or reduced as a result of insolvency or any similar event:
4.1.1 the liability of the Obligor and the Guarantor shall continue as if
the payment, discharge, avoidance or reduction had not occurred;
and
4.1.2 the Beneficiary shall be entitled to recover the value or amount of
that security or payment from the Obligor or the Guarantor, as if
the payment, discharge, avoidance or reduction had not occurred.
5. WAIVER OF DEFENCES
5.1 The obligations of the Guarantor under this Guarantee will not be affected
by any act, omission, matter or thing which, but for this Clause 5, would
reduce, release or prejudice any of its obligations under this Guarantee
(without limitation and whether or not known to it or the Beneficiary)
including:
5.1.1 any time, waiver or consent granted to, or composition with, the
Obligor or other person;
5.1.2 the release of the Obligor or any other person under the terms of
any composition or arrangement with any creditor of the Obligor;
5.1.3 the taking, variation, compromise, exchange, renewal or release of,
or refusal or neglect to perfect, take up or enforce, any rights
against, or security over assets of, the Obligor or other person or
any non-presentation or non-observance of any formality or other
requirement in respect of any instrument or any failure to realise
the full value of any security;
5.1.4 any incapacity or lack of power, authority or legal personality of
or dissolution or change in the members or status of the Obligor or
any other person;
5.1.5 any amendment (however fundamental including, without limitation,
any amendment which has the effect of increasing the liability of
the Guarantor) or replacement of any Transaction Document or any
other document or security;
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5.1.6 any unenforceability, illegality or invalidity of any obligation of
any person under any Transaction Document or any other document or
security;
5.1.7 any insolvency or similar proceedings; or
5.1.8 any act or omission which would not have discharged or affected the
liability of the Guarantor had it been a principal debtor instead
of a guarantor or by anything done or omitted which but for this
provision might operate to exonerate the Guarantor.
6. IMMEDIATE RECOURSE
6.1 The Guarantor waives any right it may have of first requiring the
Beneficiary (or any trustee or agent on its behalf) to proceed against or
enforce any other rights or security or claim payment from any person
before claiming from the Guarantor under this Guarantee. This waiver
applies irrespective of any law or any provision of any Transaction
Document to the contrary.
7. APPROPRIATIONS
7.1 Until all amounts which may be or become payable by the Obligor under or
in connection with the Transaction Documents have been irrevocably paid in
full, the Beneficiary (or any trustee or agent on its behalf) may:
7.1.1 refrain from applying or enforcing any other moneys, security or
rights held or received by the Beneficiary (or any trustee or agent
on its behalf) in respect of those amounts, or apply and enforce
the same in such manner and order as it sees fit (whether against
those amounts or otherwise) and the Guarantor shall not be entitled
to the benefit of the same; and
7.1.2 hold in an interest-bearing suspense account any moneys received
from the Obligor or on account of the Guarantor's liability under
this Guarantee.
8. DEFERRAL OF GUARANTOR'S RIGHTS
8.1 Until all amounts which may be or become payable by the Obligor under or
in connection with the Transaction Documents have been irrevocably paid in
full and unless the Beneficiary otherwise directs, no Guarantor will
exercise any rights which it may have by reason of performance by it of
its obligations under this Guarantee:
8.1.1 to be indemnified by the Obligor;
8.1.2 to claim any contribution from any other guarantor of the Obligor's
obligations under the Transaction Documents;
8.1.3 to take the benefit (in whole or in part and whether by way of
subrogation or otherwise) of any rights of the Beneficiary under
the Transaction Documents or of any other guarantee or security
taken pursuant to, or in connection with, the Transaction Documents
by the Beneficiary;
8.1.4 to claim any set-off or counterclaim against the Obligor or any
other person liable or claim or prove in competition with the
Beneficiary in the bankruptcy or liquidation of the Obligor or any
other person liable or have the benefit of, or share in, any
payment from or composition with, any Obligor or any other
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person liable or any other security now or hereafter held by the
Beneficiary for any Guaranteed Liabilities or for the obligations
or liabilities of any other person liable but so that, if so
directed by the Beneficiary, it will prove for the whole or any
part of its claim in the liquidation or bankruptcy of the Obligor
on terms that the benefit of such proof and of all of the money
received by it in respect thereof shall be held on trust for the
Beneficiary and applied in or towards discharge of the Guaranteed
Liabilities in such manner as the Beneficiary shall deem
appropriate;
8.1.5 to demand or accept repayment in whole or in part of any
indebtedness now or hereafter due to the Guarantor from the Obligor
or from any other person liable or accept any security in respect
of the same or dispose of the same; or
8.1.6 to take any action or exercise any right under the laws of any
applicable jurisdiction which is analogous to any of the actions or
rights referred to in Clauses 8.1.1 to 8.1.5 (inclusive) above.
9. ADDITIONAL SECURITY
9.1 This Guarantee is in addition to and is not in any way prejudiced by any
other guarantee or security now or subsequently held by the Beneficiary.
10. RETENTION OF THIS GUARANTEE
10.1 The Beneficiary shall be entitled to retain this Guarantee after as well
as before the payment or discharge of all of the Guaranteed Liabilities
for such period as the Beneficiary may determine.
11. WARRANTIES AND OBLIGATIONS OF THE GUARANTOR
11.1 The Guarantor warrants that it has not taken or received, and undertakes
that until all the Guaranteed Liabilities or other amounts due under this
Guarantee have been paid or discharged in full, it will not take or
receive, the benefit of any security or encumbrance of any kind from the
Obligor or any other person in respect of its obligations under this
Guarantee.
11.2 The Guarantor makes the following representations and warranties in favour
of the Beneficiary:
11.2.1 it is duly formed and validly existing under the laws of its
jurisdiction of formation;
11.2.2 it has the power to enter into, perform and deliver, and has taken
all necessary action to authorise the entry into, performance and
delivery of, this Guarantee;
11.2.3 this Guarantee constitutes, subject to any general principles of
law limiting its obligations, its legal, binding, valid and
enforceable obligations;
11.2.4 the entry into and performance by it of, and the transactions
contemplated by, this Guarantee do not and will not conflict with:
(A) any law or regulation or judicial or official order
applicable to it; or
(B) its constitutional documents; or
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(C) any agreement or instrument which is binding upon it or any
of its assets or result in the creation of (or a requirement
for the creation of) any security or encumbrance of any kind
over its assets;
11.2.5 it has not engaged in any activities since 5 December 2001 other
than:
(A) those incidental to any registration under the laws of The
Netherlands;
(B) the execution of the Transaction Documents, this Guarantee,
the Put Option Agreements and the Call Option Agreements
(together the "DOCUMENTS"); and
(C) the activities referred to or contemplated in the Documents;
11.2.6 it has no assets or liabilities other than arising out of the
transactions contemplated by the Documents and in relation to the
maintenance of its corporate existence;
11.2.7
(A) it is solvent;
(B) it is able to pay its debts as and when they fall due;
(C) it will not become unable to pay its debts as a consequence
of entering into the Documents; and
(D) the aggregate of its assets as stated in its accounting
records exceeds the aggregate of its liabilities.
11.3 The representations and warranties set out in this Clause 11 are made on
the date of this Guarantee and are deemed to be repeated each day whilst
the Guarantor has any liability (actual or contingent) under this
Guarantee.
11.4 The Guarantor hereby agrees to pay to the Beneficiary, in respect of any
amount demanded from it in accordance with this Guarantee (to the extent
that interest on such amount is not otherwise being paid pursuant to any
agreement between any Guarantor and the Beneficiary) interest from first
demand by the Beneficiary of the Obligor at the rate per annum which is
two per cent. (2%) per annum above the cost to the Beneficiary (as
conclusively determined by the Beneficiary) of funding the amount
demanded, such interest being calculated daily on the basis of daily
corresponding and the actual number of days elapsed.
Such interest shall accrue due on a daily basis from the demand by the
Beneficiary until actual payment by the Guarantor (both before and after
any further demand or judgment or the liquidation of the Guarantor or the
Obligor).
11.5 All payments under this Guarantee by the Guarantor shall be made without
any set-off, counterclaim or equity and (subject to the following
sentence) free from, clear of and without deduction for any taxes, duties,
levies, imposts or charges whatsoever, present or future. If the Guarantor
is compelled by the law of any applicable jurisdiction (or by an order of
any regulatory authority in such jurisdiction) to withhold or deduct any
sums in respect of taxes, duties, levies, imposts or charges from any
amount payable to the Beneficiary under this Guarantee or, if any such
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withholding or deduction is made in respect of any recovery under this
Guarantee, the Guarantor shall pay such additional amount so as to ensure
that the net amount received by the Beneficiary shall equal the full
amount due to it under the provisions of this Guarantee had no such
withholding or deduction been made.
11.6 The obligation of the Guarantor shall be to make payment to the
Beneficiary in the currency in which, and at the time and place at which,
the Guaranteed Liabilities are payable by the Obligor and/or any other
amount is payable by the Guarantor hereunder. The obligation of each
Guarantor under this Guarantee to make payments in any currency shall not
be discharged or satisfied by any tender, or recovery pursuant to any
judgment or otherwise, expressed in or converted into any other currency,
except to the extent that tender or recovery results in the effective
receipt by the Beneficiary of the full amount of the currency expressed to
be payable under this Guarantee. To the extent that there is a shortfall
between the amount of receipt in one currency and the amount due under
this Guarantee in the original currency then the Beneficiary shall have a
further separate cause of action against the Guarantor and shall be
entitled to enforce this Guarantee to recover the amount of that
shortfall.
11.7 All moneys received or held by the Beneficiary under this Guarantee in a
currency other than the currency in which the Guaranteed Liabilities or
any other amounts due under this Guarantee are denominated may from time
to time be sold for such one or more of the currencies in which the
Guaranteed Liabilities are denominated. The Guarantor shall indemnify the
Beneficiary against the full cost (including all costs, charges and
expenses) incurred in relation to such sale. The Beneficiary shall not
have any liability to the Guarantor in respect of any loss resulting from
any fluctuation in exchange rates after any such sale.
11.8 The Guarantor and the Beneficiary shall bear their own costs and expenses
(including legal fees) in relation to the negotiation, preparation and
execution of this Guarantee and the completion of the transactions
contemplated by this Guarantee.
11.9 If contrary to this Guarantee the Guarantor takes or receives the benefit
of any security or receives or recovers any money or other property, such
security, money or other property shall be held on trust for the
Beneficiary and shall be delivered to the Beneficiary on demand and if
such asset or property is no longer capable of delivery the Guarantor
shall pay to the Beneficiary an amount equal to the value of such asset or
property.
12. SET-OFF
12.1 The Beneficiary may (but is not obliged to) set-off any obligation in
respect of Guaranteed Liabilities which is due and payable by the
Guarantor against any obligation (contingent or otherwise) owed by the
Beneficiary to that Guarantor (regardless of the place of payment,
booking, branch or currency of either obligation) and apply any credit
balance to which that Guarantor is entitled on any account with the
Beneficiary in such order as it shall deem appropriate. The Beneficiary
may, at the cost of the Guarantor, effect any currency exchanges as the
Beneficiary considers are appropriate to implement such set-off.
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13. MISCELLANEOUS
13.1 Any determination by the Beneficiary under this Guarantee is binding on
the Guarantor in the absence of manifest error.
13.2 Any certificate from the Beneficiary as to any amount due under this
Guarantee is conclusive and binding on the Guarantor in the absence of
manifest error.
13.3 If this Guarantee ceases to be continuing for any reason whatsoever the
Beneficiary may nevertheless continue any account of the Obligor or open
one or more new accounts and the liability of the Guarantor under this
Guarantee shall not in any manner be reduced or affected by any subsequent
transactions or receipts or payments into or out of any such account.
13.4 Save as expressly provided in this Guarantee, no failure to exercise, or
delay in exercising, on the part of any party to this Guarantee any right,
power or privilege under this Guarantee shall operate as a waiver, nor
shall any single or partial exercise of any right, power or privilege
preclude any other or further exercise, or the exercise of any other
right, power or privilege. No waiver by the Beneficiary shall be effective
unless it is in writing. The rights and remedies of the Beneficiary are
cumulative and not exclusive of any rights or remedies provided by law.
13.5 This Guarantee shall remain binding on the Guarantor notwithstanding any
change in the ownership or constitution of the Beneficiary or its
absorption in, or amalgamation with, any person or any reconstruction or
reorganisation of it, to the intent that this Guarantee shall remain valid
and effective in all respects in favour of any assignee, transferee or
other successor in title to the Beneficiary in the same manner as if such
assignee, transferee or other successor in title had been named in this
Guarantee as a party instead of, or in addition to, the Beneficiary.
13.6 This Guarantee may be executed in any number of counterparts each of
which, when executed and delivered, shall constitute an original but all
the counterparts shall together constitute the same instrument.
13.7 If, at any time, any provision of this Guarantee is or becomes illegal,
invalid or unenforceable in any respect under the law of any relevant
jurisdiction, neither the legality, validity or enforceability of the
remaining provisions of this Guarantee, nor the legality, validity or
enforceability of that provision under the law of any other jurisdiction,
shall be affected or impaired in any way.
13.8 The Guarantor may not assign any rights it has under this Guarantee. The
Beneficiary may assign and transfer all or any part of its rights and
obligations under this Guarantee to Credit Agricole S.A. in accordance
with the provisions of Part 5(l) (EXCEPTION TO TRANSFER RESTRICTION (PARTY
A)) of the Swap Agreement.
14. LIMITED RECOURSE
The obligations of the Guarantor under this Guarantee are limited recourse
obligations which may only be satisfied out of the rights of the Guarantor
under the Put Option Agreement [and under the Xxxxxx Guarantee] and not
out of any other assets of the Guarantor.
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15. LAW, JURISDICTION AND SERVICE
15.1 This Guarantee is governed by and shall be construed in accordance with
the laws of
England.
15.2 The Guarantor agrees for the benefit of the Beneficiary that the High
Court of Justice in
England is to have jurisdiction (subject as provided
below) in relation to any claim, dispute or difference concerning this
Guarantee and in relation to, or in relation to the enforcement of, any
judgment relating to any such claim, dispute or difference.
15.3 Such submission to jurisdiction shall be without prejudice to the rights
of the Beneficiary to bring legal proceedings in any other jurisdiction
and to serve process in any other manner effective under the law of the
appropriate jurisdiction. Legal proceedings by the Beneficiary in any one
or more jurisdictions shall not preclude legal proceedings by it in any
other jurisdiction.
15.4 The Guarantor agrees that any process may be served on it by leaving a
copy of it at the Guarantor's address for service ascertained in
accordance with the provisions of Clause 16 (NOTICES) or in any other
manner allowed by law.
16. NOTICES
16.1 Any demand or notice by the Beneficiary under this Guarantee shall be
sufficiently made or given if it is in writing signed by an officer of the
Beneficiary and shall, without prejudice to any other effective mode of
making the same, be deemed to have been properly served on the addressee:
16.1.1 if served on any one of the directors or the secretary of the
Guarantor personally; or
16.1.2 if delivered or sent by first class letter post or facsimile
transmission to the Guarantor at the address of its agent for
service of process.
16.2 Any such demand or notice sent by:
16.2.1 first class letter post shall, if posted before the last scheduled
collection of letters from the place of posting on any day, be
deemed to have been served on the addressee at 10 a.m. (London
time) on the next Business Day following the day of posting,
notwithstanding that it be undelivered or returned undelivered and,
in proving such service, it shall be sufficient proof that the
notice or demand was properly addressed and posted;
16.2.2 facsimile on a Business Day shall be deemed to have been served at
the time of despatch or transmission if despatched or transmitted
during office hours. If despatched or transmitted after the close
of business in London it shall be deemed to be received the
following day.
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16.3 The address for service of the Beneficiary shall be:
Credit Agricole Lazard Financial Products Bank
00 Xxxxxxxxxx Xxxxxxxx
Xxxxxx XX0X 0XX
Fax: x00 (0) 00 0000 0000
Attention: Derivatives Administration
16.4 For the purposes of this Guarantee, the Guarantor appoints Trusec Limited
of 0 Xxxx'x Xxxxxxx, Xxxxxx XX0X 0XX to act as its agent for service of
process and undertakes promptly to notify the Beneficiary if such person
ceases to act as its agent for service of process and to provide details
of its successor agent for service of process.
16.5 Any demand or notice to the Guarantor shall be copied to each of the
following at the details specified below (or at such other details as such
person(s) may notify in writing to the Beneficiary from time to time):
Xxxx XxxXxxx Xxxxx, Xxxxxxx & Xxxxxxxxx, LLP
c/o Trader Classified Media 000 Xxxx Xxxxxx
56 Route de Vandoeuvres Boston
1253 Xxxxxx XX 00000
Xxxxxxxxxxx XXX
Fax: x00 00 000 0000 Fax: x0 000 000 0000
Attention: F. Xxxxxx Xxxxxx
Xxxxx and XxXxxxxx
Xxxxxxxxxxx 00
XX Xxx 0000
0000 XX Xxxxxxxxx
Xxx Xxxxxxxxxxx
Fax: x00 00 000 0000
Attention: Xxx Xxxxxxxx
PROVIDED THAT failure to give any copy notice to any of the above persons
shall not invalidate the demand or notice served on the Guarantor.
16.6 Any communication to be made or delivered to the Beneficiary shall only be
effective if expressly marked for the attention of the department or
officer referred to above (or such other department or officer as the
Beneficiary may from time to time specify for this purpose).
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IN WITNESS whereof this Guarantee has been executed and delivered as a Deed on
the date first before written.
THE GUARANTOR
Signed as a deed on behalf of )
BEHEER-EN ) /s/ Xxxxx van der Sluijs-Xxxxxx
BELEGGINGSMAATSCHAPPIJ ) ----------------------------------
TEWINA ) TMF Management B.V.
B.V., a company )
incorporated in The Netherlands ) /s/ Xxxxxxxxx Xxxxxxxxx
by TMF Management B.V., ) ----------------------------------
Managing Directors, being persons ) TMF Management B.V.
who in accordance with the laws )
of that territory, are acting under )
the authority of the company )
THE BENEFICIARY
SIGNED by )
for and on behalf of ) /s/ Xxxxxxx Xxxxxx
) -------------------------
CREDIT AGRICOLE LAZARD )
FINANCIAL PRODUCTS BANK )
)
) -------------------------
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