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Exhibit 2.3
[Letterhead of Vodafone Group Plc
The Courtyard, 0-0
Xxxxxx Xxxx, Xxxxxxx
Xxxxxxxxx X X00 0XX Xxxxxxx]
29 June 2001
tele.ring Telekom Service GmbH
Xxxxxxxxxx Xxxxxxx 00
0000 Xxxx
GUARANTEE
Dear Sirs:
This is in reference to the Term Loan Agreement dated June 29th, 2001, concluded
between tele.ring Telekom Service GmbH ("Borrower") and EKOM Telecommunications
Holding AG ("Lender") (the "Agreement").
We herewith guarantee, for the benefit of tele.ring Telekom Service GmbH as
Borrower under the Agreement, the following:
(i) the proper and timely payment and other performance of all of Xxxxxx's
obligations arising out of or in connection with the Agreement; and
(ii) that in case any impediment arises affecting the Lender (and not resulting
from the Borrower's sphere) or making the advancing of funds under the Agreement
illegal, or the Agreement becomes invalid or unenforceable against the Lender
due to any circumstances attributable to the Lender, we shall at our expense put
the Borrower in as good a position as Borrower would have been in if such
impediment or invalidity had not arisen.
The place of performance for all obligations arising hereunder shall be
Dusseldorf, Germany.
This Guarantee shall be governed by and construed with in accordance with the
laws of the Republic of Austria without regard to the Austrian conflicts of laws
rules.
No original copy of this document shall be brought into Austria unless a legal
requirement to do so exists. Any party hereto who either brings its original
copy of this
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document into Austria, or permits its original copy to be so brought into
Austria in violation of the foregoing shall be solely responsible for any and
all consequences with respect to Austrian stamp duty legislation and shall
indemnify the other party for and against any and all such consequences.
In the event of any dispute, controversy or claim arising out of or in
connection with this Guarantee (including any schedule or attachment hereto) or
the breach, termination or validity of this guarantee, the Guarantor and the
Borrower ("Party or "Parties") shall use all reasonable endeavours to resolve
the matter on an amicable basis. If one Party serves formal written notice on
the other Party or Parties that a material dispute, controversy or claim of such
a description has arisen and the Parties are unable to resolve the dispute
within a period of thirty (30) days from the service of such notice, then the
dispute, controversy or claim shall be referred to the respective senior
executives of the Guarantor and the Borrower. No recourse to arbitration by one
Party against the other Party or Parties under this guarantee shall take place
unless and until such procedure has been followed.
If the senior executives of the Borrower and the Guarantor shall have been
unable to resolve any dispute, controversy or claim referred to them within a
period of ten (10) days from referral to the senior executives, that dispute,
controversy or claim shall be referred to and finally settled by arbitration
under and in accordance with the Rules of Arbitration of the International
Chamber of Commerce by three arbitrators appointed in Switzerland. The
arbitration proceedings shall be conducted, and the award shall be rendered, in
the English language.
The Parties hereby waive any rights of application and appeal to any court or
tribunal of competent jurisdiction (including without limitation the courts of
Germany, Austria, Switzerland, the U.S.A. and England) to the fullest extent
permitted by law in connection with any question of law arising in the course of
the arbitration or with respect to any award made except for actions relating to
enforcement of this arbitration clause or an arbitral award and except for
actions seeking interim or other provisional relief in aid of arbitration in any
court of competent jurisdiction.
To express your agreement with the terms thereof, please sign a copy of this
letter where indicated below and have such countersigned copy returned to us.
This Guarantee has been duly
executed and delivered as
a deed on the date first
above written.
Very truly yours
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EXECUTED and DELIVERED
As a DEED by
VODAFONE GROUP PLC
acting by
/s/
-----------------------------------
Secretary
/s/
-----------------------------------
Director
SIGNED by
/s/
-----------------------------------
for and behalf of
TELE.RING TELEKOM SERVICE
GMBH
