EXHIBIT 14.A
DATED 30 NOVEMBER, 2002 WITH EFFECT FROM 29 NOVEMBER, 2002
▇▇▇▇▇▇ INVESTISSEMENT
- and -
BEHEER- EN BELEGGINGSMAATSCHAPPIJ TEWINA B.V.
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Put Option Agreement relating to shares in
Trader Classified Media NV
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▇▇▇▇▇▇▇▇▇ AND MAY
▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇
TP023280005_32.doc
(PWHB/RDXL)
PUT OPTION AGREEMENT
THIS AGREEMENT is made on 30 November, 2002 with effect from 29 November, 2002
BETWEEN:-
1. ▇▇▇▇▇▇ INVESTISSEMENT, a French societe anonyme having its registered
office at ▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇ ("▇▇▇▇▇▇"); and
2. BEHEER- EN BELEGGINGSMAATSCHAPPIJ TEWINA 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, ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇, ▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇
("TEWINA").
WHEREAS:-
(A) Trader Classified Media NV (the "COMPANY") is a company limited by shares
incorporated in the Netherlands.
(B) ▇▇▇▇▇▇ has agreed to grant a put option to Tewina on the terms hereinafter
contained.
NOW IT IS HEREBY AGREED:
1. DEFINITIONS
In this Agreement:
(A) the following expressions bear the following meanings namely:-
"BUSINESS DAY" any day (excluding Saturday) on
which commercial banks settle
payments and are ordinarily open
for general business (including
dealings in foreign exchange and
foreign currency deposits) in
London and which is a TARGET
Settlement Day;
"CALCULATION AGENT" means the Calculation Agent
appointed under the Equity Swap
Transaction;
"CASH DISTRIBUTION" means in relation to a Share, any
cash dividend, interest or other
cash amount paid by the Company on
or in respect of such Share;
"COMPLETION" means completion of the sale and
purchase of the Option Shares in
accordance with the terms and
conditions of this Agreement;
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"CREDIT SUPPORT DOCUMENT" means the deed of guarantee dated
as of the date of this Agreement in
terms of which the Credit Support
Provider guarantees the obligations
of Trief Corporation S.A. under
this Agreement;
"CREDIT SUPPORT PROVIDER" means the party (if any) providing
a guarantee pursuant to the
provisions of Clause 10(C);
"DELISTING EVENT" means any of the following:
(a) all or a substantial part of
the Shares or all the assets
or substantially all the
assets of the Company are
nationalised, expropriated or
are otherwise required to be
transferred to any
governmental agency, authority
or entity;
(b) by reason of the voluntary or
involuntary liquidation,
bankruptcy or insolvency of,
or any analogous proceeding
affecting the Company, or by
reason of any legal or
regulatory restriction, the
majority of the holders of the
Shares become legally
prohibited or restricted in
transferring them or receiving
value for them, in each case
other than in the
circumstances of a solvent
reconstruction;
(c) the majority of the Shares are
suspended from quotation on
the Exchange for a continuous
period of more than 5 Business
Days; or
(d) the majority of the Shares are
delisted from the Exchange or
an announcement is made by the
Company, the Exchange or any
other regulatory or
governmental agency, authority
or entity that such delisting
is to take place in
circumstances where no other
listing on a European stock
exchange takes place at or
prior to the time of such
delisting;
"EFFECTIVE DATE" is the same date as the Effective
Date in the Equity Swap
Confirmation;
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"EQUITY SWAP CONFIRMATION" means the confirmation dated as at
29 November, 2002 evidencing the
Equity Swap Transaction;
"EQUITY SWAP TRANSACTION" means the equity swap transaction
in relation to the Shares between
Floscule B.V. and Credit Agricole
Lazard Financial Products Bank;
"EXCHANGE" means le Premier Marche of the
Paris Stock Exchange (or any
successor thereto);
"EXPIRATION DATE" means the last day of the Option
Period, subject to adjustment in
accordance with the Modified
Following Business Day Convention;
"MATURITY DATE" means 1 June, 2005 subject to
adjustment in accordance with the
Modified Following Business Day
Convention;
"MERGER EVENT" means any consolidation,
amalgamation or merger of the
Company with or into another
entity;
"MODIFIED FOLLOWING BUSINESS DAY has the meaning given in
CONVENTION" Section 4.12 of the 2000 ISDA
Definitions published by the
International Swaps and Derivatives
Association, Inc;
"NON-CASH DISTRIBUTION" means in relation to a Share, any
shares, securities, rights or other
property of whatsoever nature
(other than any Cash Distribution)
distributed by the Company on or in
respect of such Share;
"OPTION" means the option granted under
Clause 2 of this Agreement and
where appropriate for the purposes
of construing this Agreement there
shall be deemed to be one Option
per Option Share and the term
"OPTIONS" shall be interpreted
accordingly;
"OPTION NOTICE" means a notice in the form set out
in Schedule 1;
"OPTION PERIOD" means the period from commencing 10
Business Days prior to the Maturity
Date until and including the day
that is 40 Business Days after the
Maturity Date;
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"OPTION SHARES" means such number of Shares, being
not more than 11,000,000 Shares,
(subject to adjustment in
accordance with Clause 7) as are
specified in an Option Notice
served on ▇▇▇▇▇▇; and
"POTENTIAL ADJUSTMENT EVENT" means any of the following:
(a) a subdivision, consolidation
or reclassification of Shares;
(b) a reconstruction of the
Company;
(c) a distribution of assets of
the Company;
(d) a reduction of share capital
of the Company;
(e) any Non-Cash Distribution; or
(f) any other event that may, in
the opinion of the Calculation
Agent, have a diluting or
concentrative effect on the
theoretical value of the
Shares; and
"SHARES" means class A common shares shares
in the capital of the Company with
a nominal value of EURO 0.16 per
share and/or B common shares in the
capital of the Company with a
nominal vlaue of EURO 1.92 per
share; and
"TARGET SETTLEMENT DAY" has the meaning given in Section
1.8 of the 2000 ISDA Definitions
published by the International
Swaps and Derivatives Association,
Inc.
(B) the singular includes the plural and vice versa, the masculine gender
includes the feminine, and reference to natural persons include bodies
corporate. Reference to Clauses, sub-Clauses and Schedules are to
Clauses, sub-Clauses and Schedules of this Agreement, and the headings
are for convenience only;
(C) a reference to any any agreement, document, statute or statutory
provision shall be construed as a reference to the same as it may have
been, or may from time to time be, amended, modified or re-enacted;
and
(D) the Schedules form part of this Agreement and shall have the same
force and effect as if expressly set out in the body of this
Agreement, and any reference to this Agreement shall include the
Schedules.
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2. OPTION
(A) In consideration of a payment of EURO 1 by Tewina to ▇▇▇▇▇▇ (the
sufficiency and receipt of which is hereby acknowledged by ▇▇▇▇▇▇),
▇▇▇▇▇▇ grants to Tewina the right (the "OPTION") to serve on ▇▇▇▇▇▇
the Option Notice requiring ▇▇▇▇▇▇ to buy from Tewina or its permitted
assignee all or part of the Option Shares in accordance with the
provisions of this Agreement. Upon service of an Option Notice ▇▇▇▇▇▇
shall be bound to purchase such number of Option Shares from Tewina
(as specified in the Option Notice) in accordance with the terms of
this Agreement.
Once served, an Option Notice may only be revoked by Tewina (provided
that it has received the prior written consent of ▇▇▇▇▇▇).
(B) An Option Notice may be served by Tewina at any time during the Option
Period. More than one Option Notice may be served during the Option
Period provided that:
(i) Tewina and each of its permitted assignees shall exercise no
more than one Option Notice each; and
(ii) the total number of Option Shares subject to the Option Notices
shall not exceed in aggregate a maximum of 11,000,000 Shares
(subject to adjustment in accordance with Clause 7).
(C) Any Option Notice
(i) may only be served by fax or in writing and delivered in
person or by courier on a Business Day during the Option
Period;
(ii) must be served at or prior to 16h30 London time for it to
be effective on that Business Day. Any Option Notice
served after such time will be deemed to have been served
on the immediately following Business Day and will
therefore take effect on that following Business Day. The
day on which the Option Notice takes effect shall be the
"OPTION NOTICE DATE".
(iii) shall be substantially in the form set out in Schedule 1.
3. LAPSE
The Option, except to the extent that it is exercised by service of the
Option Notice pursuant to the provisions of Clause 2 above, shall lapse on
the expiry of the Option Period.
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4. PRICE
(A) The price payable in respect of each of the Option Shares pursuant to
the Option Notice (the "OPTION PRICE") shall be an amount calculated
in accordance with the following formula:
(Notional + Fees)*(1 + Interest + Margin)^Mat
---------------------------------------------
11,000,000 Shares
where:
Notional = the product of 5,500,000 and EURO 7.80
Fees = Euro 650,000
Interest = a rate equal to the Initial Zero Coupon Rate determined
in accordance with the Equity Swap Confirmation
Margin = 0.90 per cent.
Mat = number of days in the period from (and including) the
Effective Date to (and excluding) the Maturity Date,
divided by 365
(B) The Option Price is subject to adjustment in accordance with the
provisions of Clause 7.
5. COMPLETION
(A) Completion of the sale and purchase of the Option Shares shall take
place at the offices of the Company, on the date that is 5 Business
Days following the Option Notice Date, or at such other place or on
such other date as may be agreed between the parties.
(B) At Completion ▇▇▇▇▇▇ will pay (or procure payment) to Tewina or as
Tewina directs of the price for the Option Shares calculated in
accordance with Clause 4 above.
(C) Against compliance by ▇▇▇▇▇▇ with its obligations under Clause 5(B)
above, then on Completion there shall be delivered to ▇▇▇▇▇▇:
(i) duly executed instruments of transfer in favour of ▇▇▇▇▇▇ (or as
it may direct in writing);
(ii) such waivers or consents as may be required by law, any
regulatory requirement, the articles of association of the
Company or any agreement to which the Company is a party to
enable ▇▇▇▇▇▇ (or its nominee) to be registered as holder of the
Option Shares.
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(D) If any payment between the parties is subject to any deduction for
taxes, levies, duties, charges, imposts or withholdings imposed by law
such additional amounts shall be paid by the party obliged to make
such a deduction so as to ensure that the net amount received by the
other party is equal to the full amount payable to that party under
this Agreement.
6. REORGANISATION
(A) Subject and without prejudice to Clause 7(B), in the event of the
Company undergoing any reorganisation or variation in or of its
capital, references in this Agreement to the Option Shares shall be
deemed to extend to any shares in the Company derived from the Option
Shares, any new shares in the Company of any class which may be issued
to Tewina pursuant to the rights attached to or in respect of the
Option Shares and any shares into which Option Shares may be
converted.
(B) The reference in Clause 5 to "duly executed instruments of transfer"
shall be deemed to extend to such other documents passing title or
rights to any such shares as are mentioned above as may be
appropriate, in all cases duly executed or completed by Tewina and the
Company.
7. ADJUSTMENT
(A) Each party shall notify the other promptly following any Delisting
Event or Merger Event. The parties agree that this Agreement shall be
amended in the same way, MUTATIS MUTANDIS, as the Equity Swap
Confirmation as may be necessary to restore this Agreement to its
economic value to both parties immediately prior to such event.
(B) Following the declaration by the Company of the terms of, or the
occurrence of, any Potential Adjustment Event, the parties agree that
this Agreement shall be amended in the same way, MUTATIS MUTANDIS, and
with effect from the same date as the Equity Swap Confirmation is to
be amended to account for the effect of such Potential Adjustment
Event and so that the value of this transaction for both parties shall
as nearly as possible remain unchanged.
(C) Any disputes between the parties with regard to the matters
contemplated by this Clause 7 shall be resolved by the Calculation
Agent. The Calculation Agent shall act as expert and not as arbitrator
and his determination shall be final and binding on the parties except
in the event of manifest error.
8. REPRESENTATIONS AND WARRANTIES
(A) Each party represents, warrants and undertakes to the other that it
has power under its memorandum and articles of association, and all
authorisations, approvals, consents and licences required by it have
been obtained and are in full force and effect, to permit the entry
into this Agreement and the transactions contemplated by it in the
manner set out herein, and this Agreement has been
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duly authorised and executed by, and constitutes legally binding
obligations of it, and with respect to the sale and purchase of the
Option Shares, will not cause any breach of law, rule, order or
regulation applicable to them.
(B) Except in the case of fraud, no party shall have any right of action
against any other party to this Agreement arising out of or in
connection with any draft, agreement, undertaking, representation,
warranty, promise, assurance or arrangement of any nature whatsoever,
whether or not in writing, relating to the subject matter made or
given by any person at any time prior to the date of this Agreement
except to the extent that it is repeated in this Agreement.
(C) Each party represents, warrants and undertakes to the other (i) it has
consulted with its own legal, regulatory, accounting, tax, financial
and investment advisors to the extent it has deemed necessary with
regards to the matters contemplated by this Agreement (ii) it has made
its own independent decisions based upon its own judgment and upon any
advice from such advisors as it has deemed necessary and (iii) it has
a full understanding of the risks and benefits of this Agreement and
is capable of assuming and assumes (financially and otherwise) such
risks. It is not relying on any communication (written or oral) of the
other party as advice or as a recommendation to enter into this
Agreement and no communication (written or oral) received from the
other party shall be deemed to be an assurance or guarantee as to the
expected results of the arrangements contemplated by this Agreement.
9. EVENTS OF DEFAULT.
9.1 The occurrence at any time with respect to ▇▇▇▇▇▇ or, if applicable, the
Credit Support Provider of any of the following events constitutes an event
of default (an "EVENT OF DEFAULT"):
(A) failure by ▇▇▇▇▇▇ to make, when due, any payment under this Agreement
if such failure is not remedied on or before the third Business Day
after notice of such failure is given to ▇▇▇▇▇▇;
(B) failure by ▇▇▇▇▇▇ to comply with or perform an obligation (other than
an obligation to make any payment under this Agreement) if such
failure is not remedied on or before the thirtieth day after notice of
such failure is given to the party;
(C) a representation or warranty made or repeated or deemed to have been
made or repeated by ▇▇▇▇▇▇ in this Agreement proves to have been
incorrect or misleading in any material respect when made or repeated
or deemed to have been made or repeated;
(D) ▇▇▇▇▇▇ or the Credit Support Provider:
(i) is dissolved (other than pursuant to a consolidation,
amalgamation or merger);
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(ii) becomes insolvent or is unable to pay its debts or fails
or admits in writing its inability generally to pay its
debts as they become due;
(iii) makes a general assignment, arrangement or composition
with or for the benefit of its creditors other than in
circumstances of a solvent reconstruction;
(iv) institutes or has instituted against it a proceeding
seeking a judgment of insolvency or bankruptcy or any
other relief under any bankruptcy or insolvency law or
other similar law affecting creditors' rights, or a
petition is presented for its winding-up or liquidation,
and, in the case of any such proceeding or petition
instituted or presented against it, such proceeding or
petition
(a) results in a judgment of insolvency or bankruptcy or
the entry of an order for relief or the making of an
order for its winding-up or liquidation; or
(b) is not dismissed, discharged, stayed or restrained
in each case within 30 days of the institution or
presentation thereof;
(v) has a resolution passed for its winding-up, official
management or liquidation (other than pursuant to a
consolidation, amalgamation or merger);
(vi) seeks or becomes subject to the appointment of an
administrator, provisional liquidator, conservator,
receiver, trustee, custodian or other similar official
for it or for all or substantially all its assets;
(vii) has a secured party take possession of all or
substantially all its assets or has a distress,
execution, attachment, sequestration or other legal
process levied, enforced or sued on or against all or
substantially all its assets and such secured party
maintains possession, or any such process is not
dismissed, discharged, stayed or restrained, in each case
within 30 days thereafter;
(viii) causes or is subject to any event with respect to it
which, under the applicable laws of any jurisdiction, has
an analogous effect to any of the events specified in
Clauses 9.1(D)(i) to (vii) (inclusive); or
(ix) takes any action in furtherance of, or indicating its
consent to, approval of, or acquiescence in, any of the
foregoing acts;
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(E) ▇▇▇▇▇▇ or the Credit Support Provider consolidates or amalgamates
with, or merges with or into, or transfers all or substantially all
its assets to, another entity and, at the time of such consolidation,
amalgamation, merger or transfer the resulting, surviving or
transferee entity fails to assume all the obligations of ▇▇▇▇▇▇ under
this Agreement or the Credit Support Provider under the Credit Support
Documentation by operation of law or pursuant to an agreement
reasonably satisfactory to Tewina; or
(F) As regards the Credit Support Provider and the Credit Support
Document:
(i) failure by ▇▇▇▇▇▇ or the Credit Support Provider to
comply with or perform any agreement or obligation to be
complied with or performed by it in accordance with any
Credit Support Document if such failure is continuing
after any applicable grace period has elapsed;
(ii) the expiration or termination of such Credit Support
Document or the failing or ceasing of such Credit Support
Document to be in full force and effect for the purpose
of this Agreement (in either case other than in
accordance with its terms) prior to the satisfaction of
all obligations of such party under each transaction to
which such Credit Support Document relates without the
written consent of Tewina; or
(iii) ▇▇▇▇▇▇ or such Credit Support Provider disaffirms,
disclaims, repudiates or rejects, in whole or in part, or
challenges the validity of, such Credit Support Document.
9.2 If at any time an Event of Default has occurred and is then continuing,
then Tewina may, by not more than 20 Business Days notice to ▇▇▇▇▇▇
specifying the relevant Event of Default, designate a day not earlier than
the day such notice is effective as an EARLY EXPIRATION DATE in respect of
the Option.
9.3 If an Early Expiration Date is designated in accordance with Clause 9.2,
then:
(A) the Option Period shall be the period commencing on the date on which
the notice pursuant to Clause 9.2 is served until the Early Expiration
Date;
(B) the Expiration Date shall be deemed to be the Early Expiration Date.
9.4 For the avoidance of doubt, it is hereby stated that save in respect of the
provisions of Clause 9.2, there is no other event or circumstance
whatsoever (including for the avoidance of doubt the occurrence of an Event
of Default or Termination Event under the Equity Swap Transaction (as each
term is defined therein) that is not an Event of Default under Clause 9.1)
that shall entitle Tewina or its permitted assignee to serve an Option
Notice prior to the commencement of the Option Period.
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10. ASSIGNMENT
(A) Tewina may at any time assign all or any part of the benefit of, or
its rights and benefits under, this Agreement (including, without
limitation, the right to exercise the Option in whole or in part). For
the purposes of this Agreement ▇▇▇▇▇▇ acknowledges that if there is an
assignment of the benefit of part of this Agreement:
(i) the assignee may issue an Option Notice in respect of
some of the Option Shares and Tewina may issue an Option
Notice of some or all of the balance of the Option
Shares, and
(ii) for the purposes of this Agreement the assignee shall
have the same rights and benefits as Tewina with respect
to the Options assigned to it and Tewina shall retain all
of its rights and benefits under the Agreement with
respect to the Options retained by it or reassigned to
it.
(B) Subject to Clause 10(C), ▇▇▇▇▇▇ may not assign or purport to assign
all or any part of the benefit of, or its rights or benefit under,
this Agreement.
(C) ▇▇▇▇▇▇ may transfer all of its rights and obligations under this
Agreement to a third party provided that:
(i) the transfer of such rights and obligations is to Trief
Corporation S.A.; and
(ii) prior to such transfer becoming effective, ▇▇▇▇▇▇ shall first
have executed:
(a) a deed of guarantee in the form of the deed of guarantee
at Schedule 2;
(b) ▇▇▇▇▇▇ having provided Tewina with a legal opinion from
Counsel to ▇▇▇▇▇▇ in a form and substance acceptable to
Tewina;
(c) ▇▇▇▇▇▇ and Trief having first executed a deed of novation
in respect of all of the rights and obligations under
this Agreement.
11. CONFIDENTIALITY
(A) Subject to sub-Clause (B) below, each party shall treat as strictly
confidential and shall not use or disclose all or any information
received or obtained as a result of entering into or performing this
Agreement which relates to:
(i) the negotiations relating to this Agreement;
12
(ii) the subject matter of this Agreement; or
(iii) the Company.
(B) Either party may disclose information which would otherwise be
confidential if and to the extent:
(i) required by the law of any relevant jurisdiction; or
(ii) required by any securities exchange or regulatory or
governmental body to which any party is subject or submits,
wherever situated, whether or not the requirement for
information has the force of law; or
(iii) required to vest the full benefit of this Agreement in that
party; or
(iv) disclosed to the professional advisers, auditors and bankers of
that party; or
(v) the information has come into the public domain through no fault
of that party; or
(vi) disclosed to the Calculation Agent if a member of the
Calculation Agent's Group; or
(vii) the other party has given prior written approval to the
disclosure, such approval not to be unreasonably withheld or
delayed.
(C) The restrictions contained in this Clause shall continue to apply
after the Expiration Date for a period of 18 months.
12. COUNTERPARTS
This Agreement may be executed in any number of counterparts and all of
such counterparts taken together shall be deemed to constitute one and the
same Agreement and shall become effective when each of the parties hereto
shall by its duly authorised signatory have signed a counterpart copy
hereof (whether the same or different copies).
13. CONTRACTS (RIGHTS OF THIRD PARTIES) ▇▇▇ ▇▇▇▇
Subject to the provisions of Clause 10, the parties to this Agreement do
not intend that any term of this Agreement should be enforceable, by virtue
of the Contracts (Rights of Third Parties) ▇▇▇ ▇▇▇▇, by any person who is
not a party to this Agreement.
14. NOTICES
14.1 Any notice or other communication in respect of this Agreement may be given
in any manner set forth below to the address or number or in accordance
with the email details provided below and will be deemed effective as
indicated:
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(A) if in writing and delivered in person or by courier, on the date it is
delivered;
(B) if sent by facsimile transmission, on the date that transmission is
received by a responsible employee of the recipient in legible form
(it being agreed that the burden of proving receipt will be on the
sender and will not be met by a transmission report generated by the
sender's facsimile machine);
(C) if sent by certified or registered mail (airmail, if overseas) or the
equivalent (return receipt requested), on the date that mail is
delivered or its delivery is attempted; or
(D) if sent by email, on the date that email is received,
unless the date of that delivery (or attempted delivery) or that receipt,
as applicable, is not a Business Day or that communication is delivered (or
attempted) or received, as applicable, after the close of business on a
Business Day, in which case that communication shall be deemed given and
effective on the first following day that is a Business Day.
14.2 Either party may by notice to the other change the address or facsimile
number or email details at which notices or other communications are to be
given to it.
14.3 The parties' respective notice and communication details for the purposes
of this Agreement are:
Party and title of
individual Address Facsimile No. Email
------------------ ------- ------------- -----
▇▇▇▇▇▇ ▇▇▇▇▇▇ Investissement Fax: (+33) ▇.▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇-▇▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇
Arnaud Descleves 89 rue Taitbout, 4285 6360
▇▇▇▇▇ ▇▇▇▇▇,
▇▇▇▇▇▇
Tewina
Att: TMF Management B.V., Locatellikade 1 ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇.▇▇▇▇▇▇@▇▇▇-▇▇▇▇▇.▇▇▇
▇/▇ ▇.▇. ▇▇▇ ▇▇▇ ▇▇▇▇ ▇▇
▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
The Netherlands
14.4 Any notice to Tewina 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 ▇▇▇▇▇▇ from time to time):
▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇▇, LLP
c/o Trader Classified Media ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇
56 Route de Vandoeuvres Boston
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1253 ▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇
Fax: ▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇ Fax: ▇▇ ▇▇▇ ▇▇▇ ▇▇▇▇
Attention: F. ▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇ and ▇▇▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇▇▇ ▇▇
▇▇ ▇▇▇ ▇▇▇▇
▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇▇
▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇
Fax: ▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇
Attention: ▇▇▇ ▇▇▇▇▇▇▇▇
PROVIDED THAT failure to give any copy notice to any of the above persons
shall not invalidate the notice properly served on Tewina.
14.5 Any notice to ▇▇▇▇▇▇ 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 Tewina from time to time):
Trief Trief Corporation ▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇▇▇▇▇ AMPG 3642
L - 1050
Dommeldange,
▇▇, ▇▇▇ ▇▇ ▇▇▇▇▇▇,
▇▇▇▇▇▇▇▇▇▇
PROVIDED THAT failure to give any copy notice to any of the above persons
shall not invalidate the notice properly served on ▇▇▇▇▇▇.
15. GOVERNING LAW
15.1 This Agreement shall be governed by and construed in accordance with the
laws of
England and Wales.
15.2 The parties irrevocably agree that the Courts of England are to have
non-exclusive jurisdiction to settle any disputes which may arise out of or
in connection with this Agreement and that accordingly any proceedings,
suit or action ("PROCEEDINGS") arising out of or in connection with this
Agreement may be brought in such courts. The parties irrevocably waive any
objection to such Courts being nominated and agree not to claim that such
Courts are not a convenient or appropriate forum. The submission to the
non-exclusive jurisdiction of the English Courts shall not limit the rights
of either party to take Proceedings against the other in any other court of
competent jurisdiction, nor shall the taking of Proceedings in one
jurisdiction preclude the taking of Proceedings in any other jurisdiction
if and to the extent permitted by applicable law.
15.3 For the purposes of Clause 14.2, ▇▇▇▇▇▇ appoints ▇▇ ▇▇▇▇▇▇ (Attention:
▇▇▇▇▇ ▇▇▇▇▇▇▇) of ▇▇▇ ▇▇▇▇'▇ ▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇ XF to act as its agent
for service of process in
15
connection with any Proceedings and undertakes promptly to notify Tewina 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.
15.4 For the purposes of Clause 14.2, Tewina appoints Trusec Limited of ▇ ▇▇▇▇'▇
▇▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇ to act as its agent for service of process in
connection with any Proceedings and undertakes promptly to notify ▇▇▇▇▇▇ 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.
IN WITNESS whereof this Agreement has been entered into the day and year first
above written.
16
SCHEDULE 1
PUT OPTION NOTICE
TO: ▇▇▇▇▇▇ Investissement
[ADDRESS]
Attention:
[Date]
Dear Sir,
Re:
TRADER CLASSIFIED MEDIA NV
We refer to the Option Agreement (the "Agreement") dated [ ] November, 2002
by which you granted us a put option to require you to buy from us shares in the
capital of
Trader Classified Media NV (the "COMPANY").
We write, pursuant to Clause 2 of the Agreement, to give you notice that we
hereby exercise the put option conferred on us by the Agreement and accordingly
call upon you to buy [ ] Shares in the capital of the Company from us at a price
of EURO [OPTION PRICE AS ADJUSTED] (the "OPTION PRICE") per share.
Completion of the sale and purchase of these shares will take place at [ ]
on [ ], 200[ ] in accordance with Clause 5 of the Agreement.
All payments will be made to the following bank account: [ ].
Yours faithfully,
for and on behalf of
[TEWINA]
17
SCHEDULE 2
FORM OF GUARANTEE
18
Signed by ) /s/ ▇▇▇▇ ▇▇▇▇▇▇▇
)
for and on behalf of )
▇▇▇▇▇▇ INVESTISSEMENT )
Signed by ) /s/ ▇▇▇▇▇ van der Sluijs-▇▇▇▇▇▇
) -----------------------------------
for and on behalf of ) TMF Management B.V.
BEHEER- EN )
BELEGGINGSMAATSCHAPPIJ /s/ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
TEWINA BV -----------------------------------
TMF Management B.V.
