EXHIBIT 2
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PUT OPTION AGREEMENT
among
UNITED OVERSEAS BANK LIMITED
and
SINGAPORE TECHNOLOGIES TELEMEDIA PTE LTD
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TABLE OF CONTENTS
Section Page
------- ----
Section 1. Definitions and Interpretations....................................................................1
1.01 Definitions........................................................................................1
1.02 Interpretation.....................................................................................2
1.03 Contracts (Rights of Third Parties) Act............................................................3
Section 2. Put Option.........................................................................................3
2.01 Put Option.........................................................................................3
2.02 Exercise of Put Option.............................................................................3
2.03 Settlement of the Put Option.......................................................................4
2.04 Expiration of Put Option...........................................................................4
2.05 Dividend Payments..................................................................................4
2.06 Undertaking to Complete............................................................................4
2.07 Obligations Unconditional..........................................................................5
Section 3. Representations and Warranties.....................................................................6
3.01 Organization.......................................................................................6
3.02 Authorization, etc.................................................................................6
3.03 Conflicts; Consents................................................................................6
3.04 Brokers, Finders, etc..............................................................................7
Section 4. Restrictions on Transferability....................................................................7
4.01 Successors and Assigns.............................................................................7
4.02 Transfer by the Grantor............................................................................7
4.03 Transfer by Lender.................................................................................7
4.04 Disclosure of Information..........................................................................7
Section 5. Other Covenants of Investments.....................................................................8
5.01 Restrictions on Performance........................................................................8
5.02 Non-Disposal of Global Crossing Shares, Negative Pledge............................................8
Section 6. Miscellaneous......................................................................................9
6.01 Communications.....................................................................................9
6.02 Waivers; Amendments...............................................................................10
6.03 Expenses..........................................................................................11
6.04 Binding Effect; Benefit...........................................................................11
6.05 Severability......................................................................................11
6.06 Further Assurances................................................................................11
6.07 Additional Covenants by Guarantor.................................................................11
6.08 Governing Law.....................................................................................11
6.09 Counterparts......................................................................................11
6.10 Entire Agreement..................................................................................11
6.11 Jurisdiction......................................................................................12
PUT OPTION AGREEMENT
PUT OPTION AGREEMENT (this "Agreement"), dated as of 18
December, 2004, between UNITED OVERSEAS BANK LIMITED (the "Lender") and
SINGAPORE TECHNOLOGIES TELEMEDIA PTE LTD (the "Grantor").
WHEREAS:
(A) STT Communications Ltd (the "Borrower") and the Lender
have entered into a facility agreement dated 18 December, 2004 (as amended from
time to time, the "Facility Agreement"), whereby the Lender has agreed to make
available to the Borrower a credit facility of up to US$100,000,000 upon the
terms and conditions contained therein.
(B) It is a condition to the Lender's obligation to grant the
Facility under the Facility Agreement that the Grantor grants to the Lender, on
the terms and conditions set forth herein, a put option whereby the Lender may
require the Grantor to purchase all of the Global Crossing Shares pledged in
favour of the Lender under the STT Crossing Shares Charge, as security for the
amounts owing by the Borrower under the Facility Agreement.
NOW, THEREFORE, in consideration of the premises set forth
herein and other good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, the parties hereto agree as follows:
Section 1. Definitions and Interpretations.
1.01 Definitions. Terms defined in the Facility Agreement
shall, unless otherwise defined in this Agreement, bear the same meaning when
used herein (including the recitals). In addition:
"Affiliate" means, with respect to any Person, any other
Person directly or indirectly controlling, controlled by, or under
common control with such Person (including any Subsidiary) and
"Affiliates" and "Affiliated" shall have correlative meanings. For the
purpose of this definition, the term "control" (including with
correlative meanings, the terms "controlling", "controlled by" and
"under common control with"), as used with respect to any Person, shall
mean the possession, directly or indirectly, of the power to direct or
cause the direction of the management and policies of such Person,
whether through the ownership of voting securities or by contract or
otherwise.
"Global Crossing Exercise Shares" has the meaning assigned in
Section 2.01.
"Dividend Payments" means amounts or securities equal to the
amounts of, or securities included in, as the case may be, dividends
and distributions (including liquidation and sales proceeds).
"Exercise Date" has the meaning assigned to such term in
Section 2.02.
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"Exercise Event" shall mean any election by the Lender to
exercise or purportedly exercise any of its rights pursuant to Section
4.05(e) of the STT Crossing Shares Pledge.
"Exercise Notice" has the meaning assigned to such term in
Section 2.02.
"Final Discharge Date" means the date on which all the Secured
Obligations have been fully and irrevocably paid or discharged and no
further Secured Obligations are capable of becoming outstanding.
"Global Crossing Charged Shares" means the Global Crossing
Shares that are pledged to the Lender pursuant to the STT Crossing
Shares Charge.
"Governmental Authority" shall mean any nation or government,
international or multi-national authority or government, or any state
or other political subdivision thereof and any entity exercising
executive, legislative, judicial, regulatory or administrative
functions of or pertaining to government, in each case, that exercises
jurisdiction over the Grantor or the Global Crossing Charged Shares.
"Parties" means the Lender, the Grantor and any Person who
becomes a party to this Agreement under Section 4. Each of the Parties
shall be referred to as a "Party".
"Person" means an individual, firm, corporation, partnership,
association, limited liability company, trust or estate or any other
entity or organization whether or not having separate legal existence,
including any governmental authority.
"Purchase Price" means, in relation to each Global Crossing
Exercise Share, US$20.
"Put Option" has the meaning assigned to such term in Section
2.1.
"Secured Obligations" means, collectively all present and
future moneys, debt and liabilities due, owing or incurred by STT
Communications Limited and any other party providing security to the
Lender under or in connection with any Finance Document (in each case,
whether alone or jointly, or jointly and severally, with any other
person, whether actually or contingently, and whether as principal,
surety or otherwise).
"Subsidiary" means, with respect to any Person, any entity
which such Person controls, directly or indirectly. For purposes of
this definition, "control" has the meaning set forth above under the
definition of "Affiliate."
"U.S. Dollar" or "US$" means the lawful currency of the United
States of America.
1.02 Interpretation. The definitions of terms herein shall
apply equally to the singular and plural forms of the terms defined. Whenever
the context may require, any pronoun shall include the corresponding masculine,
feminine and neuter forms. The words "include", "includes" and
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"including" shall be deemed to be followed by the phrase "without limitation".
The word "will" shall be construed to have the same meaning and effect as the
word "shall". The word "or" shall not be interpreted to be exclusive. The table
of contents and headings in this Agreement are intended solely for convenience
of reference and shall be given no effect in the construction or interpretation
of this Agreement. Unless the context requires otherwise (a) any definition of
or reference to any agreement, instrument or other document herein shall be
construed as referring to such agreement, instrument or other document as from
time to time amended, supplemented or otherwise modified (subject to any
restrictions on such amendments, supplements or modifications set forth herein),
(b) any reference herein to any Person shall be construed to include such
Person's successors and assigns, (c) the words "herein", "hereof" and
"hereunder", and words of similar import, shall be construed to refer to this
Agreement in its entirety and not to any particular provision hereof, (d) all
references herein to Sections shall be construed to refer to Sections of this
Agreement and (e) the words "asset" and "property" shall be construed to have
the same meaning and effect and to refer to any and all tangible and intangible
assets and properties, including cash, securities, accounts and contract rights.
1.03 Contracts (Rights of Third Parties) Act.
(a) Unless expressly provided to the contrary, a person who is
not a party to this Agreement has no right under The Contracts (Rights of Third
Parties) Act, Chapter 53B of Singapore to enforce or enjoy the benefit of any
term of this Agreement.
(b) Notwithstanding any terms of this Agreement, the consent
of any third party is not required for any variation (including any release or
compromise of any liability under) or termination of this Agreement.
Section 2. Put Option.
2.01 Put Option. The Grantor grants to the Lender an option
(the "Put Option"), exercisable at its sole option, to require the Grantor to
purchase all of the Global Crossing Charged Shares in accordance with the terms
of this Agreement. The Put Option may be exercised once, in whole or in part, at
any time after the occurrence of an Exercise Event, provided that the number of
Global Crossing Charged Shares that the Grantor shall be required to purchase
(the "Global Crossing Exercise Shares") shall not, exceed the lower of (a) the
number of Global Crossing Charged Shares and (b) such number of Global Crossing
Charged Shares that when multiplied by the Purchase Price, equals the total
amount (as certified by the Lender in accordance with Clause 28.2 (Certificates
and Determinations) of the Facility Agreement) of the Secured Debt on the
relevant Exercise Date.
2.02 Exercise of Put Option. The Put Option is to be exercised
by the Lender providing to the Grantor irrevocable written notice thereof (the
"Exercise Notice") specifying the proposed exercise date (the "Exercise Date")
and the number of Global Crossing Exercise Shares which are required to be
purchased by the Grantor. The Exercise Notice shall be provided to the Grantor
at least five Business Days prior to the proposed Exercise Date. The obligation
of the
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Grantor to make the payments required by Section 2.03 on the Exercise Date
specified in such notice shall become unconditional upon the giving of such
notice.
2.03 Settlement of the Put Option.
The price payable by the Grantor to the Lender on any date
upon exercise by the Lender of the Put Option shall be the Purchase Price in
respect of the Global Crossing Exercise Shares that are the subject of the
Exercise Notice. Payment of the Purchase Price shall be made by payment by the
Grantor, without deduction, set-off or counterclaim, of the Purchase Price on
the Exercise Date by wire transfer of immediately available funds to such
account as the Lender may specify by notice to the Grantor at least two Business
Days prior to the scheduled Exercise Date, without deduction, set-off or
counterclaim. Upon payment of such amount, the Lender shall deliver to the
Company certificates representing the Global Crossing Exercise Shares to be
purchased upon the exercise of the Put Option, together with transfer
instructions reasonably satisfactory to the Grantor to effect the transfer of
such Global Crossing Exercise Shares to the Grantor (or any nominee of the
Grantor) on the registry of shares of Global Crossing. The sale and transfer of
the Global Crossing Exercise Shares referred to in this Section 2 shall be
without recourse to the Lender and without representation or warranty by the
Lender (provided that the Lender shall release the relevant Global Crossing
Exercise Shares from the Security created by the STT Crossing Pledge of Shares
and any Security created by the Lender) and without limiting the foregoing:
(a) the Purchase Price for each Global Crossing Exercise Share
shall be the Purchase Price and the Lender shall not have any duty or obligation
whatsoever to obtain any other price for such Global Crossing Exercise Share;
and
(b) in exercising the Put Option in respect of any Global
Crossing Exercise Shares, the Lender shall have and be entitled to the same
rights as if it were the ultimate beneficial owner of such Global Crossing
Exercise Shares.
2.04 Expiration of Put Option. The Put Option shall expire on
the Final Discharge Date, unless the Lender shall have on or prior to such date
given a notice of its exercise thereof.
2.05 Dividend Payments. The Grantor shall not be entitled to
Dividend Payments from any Global Crossing Exercise Shares until such Global
Crossing Exercise Shares have been transferred to the Grantor pursuant to this
Section 2 (provided that nothing in this Section 2.05 shall prevent the Grantor
from receiving dividends from STT Crossing).
2.06 Undertaking to Complete. The Grantor shall give, execute,
deliver, file, record, authorize or obtain or procure that STT Crossing gives,
executes, delivers, files, records, authorizes or obtains, all such financing
statements, notices, instruments, documents, agreements or consents or other
papers as may be necessary or desirable (in the reasonable judgment of the
Lender) to enable settlement of the Put Option to take place in accordance with
Section 2.03 and to otherwise enable the Lender to exercise and enforce its
rights hereunder with respect to the Put Option.
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2.07 Obligations Unconditional. The obligations of the Grantor
to purchase the Global Crossing Charged Shares and to pay the Purchase Price
under this Section 2 are absolute, irrevocable and unconditional, irrespective
of the value, genuineness, legality, validity, regularity, enforceability or
performance of (x) the obligations of the Grantor under the STT Guarantee and/or
any other agreement or instrument to which the Grantor is a party and (y) any
substitution, release or exchange of any guarantee of or security for any of the
Secured Obligations and, to the fullest extent permitted by applicable law,
irrespective of any other circumstance whatsoever which might otherwise
constitute a legal discharge or defense of the Grantor's obligations hereunder,
it being the intent of this Section 2.06 that the obligations of the Grantor
hereunder shall be absolute, irrevocable and unconditional under any and all
circumstances. Without limiting the generality of the foregoing, it is agreed
that the occurrence of any one or more of the following shall not affect the
liability of the Grantor hereunder:
(a) at any time or from time to time, without notice to the
Grantor, the time for any performance of or compliance with any of the Secured
Obligations shall be extended, or such performance or compliance shall be
waived;
(b) any of the acts mentioned in any of the provisions of the
Finance Documents shall be done or omitted;
(c) the maturity of the Loans shall be accelerated, or any of
the Secured Obligations shall be modified, supplemented or amended in any
respect, or any other right under any other agreement or instrument referred to
herein or therein shall be waived or any guarantee of any of the Secured
Obligations or any Security thereof shall fail to be perfected or be released or
exchanged in whole or in part or otherwise dealt with;
(d) any Security or guarantee granted to, or in favor of, the
Lender as Security for any of the Secured Obligations shall fail to be
perfected;
(e) any change in the financial condition (including without
limitation insolvency or bankruptcy) of the Grantor or any guarantor of or other
obligor on any of the Secured Obligations;
(f) any of the Finance Documents shall be terminated,
suspended or otherwise impaired;
(g) the Lender shall fail to exhaust any right, power or
remedy or to proceed against the Borrower or any obligor under any of the
Finance Documents or any other agreement or instrument referred to therein, or
shall fail to exhaust any right, power or remedy or to proceed against any other
Person or entity under any other guarantee of, or Security for, any of the
Secured Obligations;
(h) any incapacity or disability, or any lack of or limitation
on the status or
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power of, the Grantor or any guarantor of or other obligor on any of the Secured
Obligations; or
(i) any change in the laws, rules or regulations of any
jurisdiction, or any present or future action or order of any governmental or
judicial authority, amending, varying, reducing or otherwise affecting the
validity or enforceability of the obligations of the Grantor, or any guarantor
of or other obligor, in respect of any of the Secured Obligations.
The Grantor hereby expressly waives all of the defenses
referred to above and diligence, presentment, demand of payment, protest and all
notices whatsoever (other than, to the extent provided in Section 2.02 above,
any Exercise Notice), and any requirement that any Person exhaust any right,
power or remedy or proceed against any other Person under any document or other
instrument.
The Grantor hereby irrevocably waives any right to initiate or
raise any action, suit, claim, counterclaim or defense (in respect of any action
for specific performance or otherwise) based upon (a) any obligation of the
Lender or any other person to mitigate damages, (b) the Lender or any other
Person having an adequate remedy at law, (c) any differential between the
Purchase Price and the actual value of the Global Crossing Charged Shares or (d)
any suspension, termination or impairment of the Finance Documents.
Section 3. Representations and Warranties.
The Grantor represents and warrants to the Lender that:
3.01 Organization. The Grantor is a corporation organized and
existing under the laws of Singapore, and has full corporate power and authority
to conduct its business and to own or lease and to operate its properties as,
and in the places where, such business is conducted and such properties are
owned, leased or operated.
3.02 Authorization, etc. The Grantor has full corporate power
and authority to execute and deliver this Agreement, to perform its obligations
hereunder and thereunder and to consummate the transactions contemplated hereby
and thereby. The execution and delivery of this Agreement, the performance of
its obligations hereunder and thereunder, and the consummation of the
transactions contemplated hereby and thereby, have been duly authorized by all
requisite corporate action of the Grantor. The Grantor has duly executed and
delivered this Agreement. This Agreement constitutes the legal, valid and
binding obligation of the Grantor, enforceable against the Grantor in accordance
with its terms.
3.03 Conflicts; Consents.
(a) The execution, delivery and performance by the Grantor of
this Agreement will not (1) conflict with its Memorandum or Articles of
Association, (2) conflict with, or result in the breach or termination of, or
constitute a default under, any lease, charter, agreement, commitment or other
instrument, or any order, judgment, decree, injunction, regulation or ruling
PUT OPTION AGREEMENT
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of any governmental authority or regulatory organization, domestic or foreign,
to which the Grantor, or any of its assets are bound, (3) constitute a violation
by the Grantor, as the case may be, of any Law applicable to the Grantor or to
any of its assets or (4) result in the creation of any Lien upon any of the
assets or properties of the Grantor.
(b) Except for (i) actions that have been taken and (ii)
consents which have been received, no license, consent authorization or approval
or other action by, or notice to or filing or registration with, any
Governmental Authority (including without limitation any foreign exchange
approval), and no other third-party consent or approval, is necessary for the
due execution, delivery and performance by the Grantor of this Agreement or for
the legality, validity or enforceability thereof against the Grantor, other
than, (x) with respect to the Put Option, the registration and reporting
requirements of the Securities Act and the US Securities and Exchange Act of
1934, as amended and any similar US state blue sky laws (including compliance
with any restrictive legends relating thereto set forth on the Global Crossing
Charged Shares) and the possible application of any telecom and/or antitrust
laws or regulations in the United States or elsewhere and (y) with respect to
continued ownership (but not with respect to the Put Option) of the Global
Crossing Charged Shares, the possible application of the US Exon-▇▇▇▇▇▇ Act,
which may require a US person to be the beneficial owner of the Global Crossing
Charged Shares.
3.04 Brokers, Finders, etc. All negotiations relating to this
Agreement and the transactions contemplated hereby and thereby have been carried
on without the participation of any Person acting on behalf of the Grantor or
any of its Affiliates in such manner as to, and the transactions contemplated
hereby and thereby will not otherwise, give rise to any valid claim against the
Grantor for any brokerage or finder's commission, fee or similar compensation.
Section 4. Restrictions on Transferability.
4.01 Successors and Assigns. This Agreement shall be binding
upon and inure to the benefit of the respective successors and assigns of the
Grantor and the Lender.
4.02 Transfer by the Grantor. The Grantor may not assign or
otherwise transfer this Agreement or any of its rights or obligations hereunder
or any interest herein (and any attempted assignment or transfer by the Grantor
without such consent shall be null and void).
4.03 Transfer by Lender. If the Lender assigns all or part of
its rights or transfers all or part of its obligations under the Facility
Agreement, it may also assign all or part of its rights under this Deed or
transfer all or part of its obligations under this Deed without the consent of
the Grantor, provided that the Lender shall give to the Grantor not less than
three Business Days notice of such assignment or transfer. Any such assignee or
transferee shall be and will be treated as a party for all purposes of this Deed
and shall be entitled to the full benefit of this Deed to the same extent as if
it were an original party in respect of the rights or obligations assigned or
transferred to it.
4.04 Disclosure of Information. The Lender and any of its
officers (as defined in the Banking Act, Chapter 19 of Singapore (the "Banking
Act")) may disclose to:
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(a) its head office, branches, Subsidiaries or Affiliates;
(b) any person to (or through) whom the Lender assigns or
transfers (or may potentially assign or transfer) all or any of its rights and
obligations under this Agreement;
(c) any person with (or through) whom the Lender enters into
(or may potentially enter into) any sub-participation in relation to, or any
other transaction under which payments are to be made by reference to, this
Agreement or the Grantor;
(d) any person to whom, and to the extent that, information is
required to be disclosed by any applicable law or regulation; or
(e) any person who is a person, or who belongs to a class of
persons, specified in the second column of Part II of the Third Schedule to the
Banking Act:
(i) for any one or more of the purposes set out
in the first column of items 1,2,3 and 4 of
Part II of the Third Schedule to the Banking
Act; or
(ii) for any one or more of the purposes set out
in the first column of item 8 of Part II of
the Third Schedule to the Banking Act, where
such disclosure is in connection with any
one or more of the purposes set out in the
first column of item 5 of Part II of the
Third Schedule to the Banking Act,
any customer information (as defined in the Banking Act), any other information
about the Grantor and this Agreement or any other information relating to or in
connection with the Facility as the Lender (acting reasonably) shall consider
appropriate for any such purposes as it thinks fit.
This Section 4.04 is not, and shall not be deemed to constitute, an express or
implied agreement by the Lender with the Grantor for a higher degree of
confidentiality (unless otherwise agreed) than that described in Section 47 of
the Banking Act and in the Third Schedule to the Banking Act.
Section 5. Other Covenants of Investments.
5.01 Restrictions on Performance. The Grantors shall not at
any time enter into any agreement or other instrument limiting in any manner its
ability to perform its obligations under this Agreement, or making such
performance or the exercise of the Put Option a default under any such agreement
or instrument.
5.02 Non-Disposal of Global Crossing Shares; Negative Pledge.
The Global Crossing Charged Shares shall be held in accordance with the STT
Crossing Share Charge and the Grantor will
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not permit STT Crossing Ltd to dispose of, nor create, incur, assume or permit
to exist any Security on, any of the Global Crossing Charged Shares other than
as permitted under the Finance Documents.
Section 6. Miscellaneous.
6.01 Communications.
(a) Communications in writing
Any communication to be made under or in connection
with this Agreement shall be made in writing and,
unless otherwise stated, may be made by fax or
letter.
(b) Addresses
The address and fax number (and the department or
officer, if any for whose attention the communication
is to be made) of the Grantor and the Lender for any
communication or document to be made or delivered
under or in connection with this Agreement is:
(i) in the case of the Grantor as follows:
▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇
#▇▇-▇▇/▇▇
▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
Attention: Chief Financial Officer
Telephone: (▇▇) ▇▇▇▇-▇▇▇▇
Facsimile: (▇▇) ▇▇▇▇-▇▇▇▇
(ii) in the case of the Lender, that notified in
writing to the Grantor on or prior to the
date on which it becomes the Lender,
or any substitute address, fax number or department
or officer as the Lender or the Grantor may notify to
the other party by not less than five Business Days'
notice.
(c) Delivery
(i) Any communication or document made or
delivered by the Lender to the Grantor under
or in connection with this Agreement will
only be effective:
(a) if by way of fax, when received in
legible form; or
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(b) if by way of letter, when it has
been left at the relevant address or
five Business Days after being
deposited in the post postage
prepaid in an envelope addressed to
it at that address,
and, if a particular department or officer
is specified as part of its address details
provided under Section 6.01(b), if addressed
to that department or officer; and
(ii) any communication or document to be made or
delivered to the Lender will be effective
only when actually received by the Lender
and then only if it is expressly marked for
the attention of the department or officer
identified by the Lender in accordance with
Section 6.01(b) (or any substitute
department or officer as the Lender shall
specify for this purpose).
(d) English language
(i) Any notice given under or in connection with
this Agreement must be in English.
(ii) All other documents provided under or in
connection with this Agreement must be:
(a) in English; or
(b) if not in English, and if so
required by the Lender, accompanied
by a certified English translation
and, in this case, the English
translation will prevail unless the
document is a constitutional,
statutory or other official
document.
6.02 Waivers; Amendments.
(a) This Agreement may not be amended, modified or
supplemented except by a written instrument executed by each of the Parties.
(b) No waiver of any provision of this Agreement shall be
effective unless set forth in a written instrument signed by the Party waiving
such provision. No failure or delay by a Party in exercising any right, power or
remedy hereunder shall operate as a waiver thereof, nor shall any single or
partial exercise of the same preclude any other or further exercise thereof or
the exercise of any other right, power or remedy. Without limiting the
foregoing, no waiver by a Party of any breach by any other Party of any
provision hereof shall be deemed to be a waiver of any subsequent breach of that
or any other provision hereof. The rights and remedies herein provided shall be
cumulative and not exclusive of any rights, powers or remedies provided at law
or in equity.
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6.03 Expenses. The Grantor will bear all the costs and
expenses of the Lender incurred in connection with the negotiation, preparation
and the giving of effect to the provisions of this Agreement.
6.04 Binding Effect; Benefit. This Agreement shall inure to
the benefit of and be binding upon the Parties and their respective heirs,
successors, legal representatives and permitted assigns. Nothing in this
Agreement, expressed or implied, is intended to confer on any Person other than
the Parties, and their respective heirs, successors, legal representatives and
permitted assigns, any rights, remedies, obligations or liabilities under or by
reason of this Agreement.
6.05 Severability. Any provision of this Agreement held to be
invalid, illegal or unenforceable in any jurisdiction shall, as to such
jurisdiction, be ineffective to the extent of such invalidity, illegality or
unenforceability without affecting the validity, legality and enforceability of
the remaining provisions hereof, and the invalidity of a particular provision in
a particular jurisdiction shall not invalidate such provision in any other
jurisdiction.
6.06 Further Assurances. The Grantor shall give such further
assurance, provide such further information, take such further actions and
execute and deliver such further documents and instruments as are, necessary or
desirable as to give full force and effect to the provisions of this Agreement.
6.07 Additional Covenants by Guarantor. The Grantor covenants
(to the extent that it may lawfully do so) that the Grantor will not at any time
insist upon, or plead or in any manner whatsoever claim or take the benefit or
advantage of, any stay or extension law wherever enacted, now or at any time
hereafter in force, which may affect the covenants or the performance of this
Agreement and the Grantor (to the extent that it may lawfully do so) hereby
expressly waives all benefit and advantage of any such law and covenants that it
will not hinder, delay or impede the execution of any power herein granted to
the Lender, but will suffer and permit the execution of every such power as
though no such law had been enacted.
6.08 Governing Law. This Agreement and any disputes, claims or
controversies arising from, related to or in connection with this Agreement
shall be construed in accordance with the law of Singapore.
6.09 Counterparts. This Agreement may be signed in any number
of counterparts including counterparts transmitted by facsimile, each of which
shall be deemed an original with the same effect as if the signatures thereto
and hereto were upon the same instrument.
6.10 Entire Agreement. This Agreement constitutes the whole
agreement among the Parties and thereto relating to the subject matter hereof
and thereof and supersedes all prior agreements or understandings both oral and
written among all of the Parties and thereto relating to the subject matter
hereof and thereof.
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6.11 Jurisdiction. The Grantor (a) agrees that any suit,
action, or other legal proceeding arising out of this Agreement may be brought
in the courts of record of Singapore, (b) consents to the jurisdiction of such
court in any such suit, action or proceeding, (c) waives any objection which it
may have to the laying of venue of such suit, action or proceeding in such court
and (d) waives the defense of an inconvenient forum to the maintenance of any
such suit, action or other proceeding in such court.
PUT OPTION AGREEMENT
-13-
IN WITNESS WHEREOF, each of the Parties have caused this
Agreement to be duly executed by its respective authorized officers:
GRANTOR:
The COMMON SEAL OF )
SINGAPORE TECHNOLOGIES )
TELEMEDIA PTE LTD was )
hereunto affixed in the presence of: )
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Director
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Director/Secretary/Authorised person
LENDER:
SIGNED, SEALED AND DELIVERED )
by )
as attorney for and on behalf of )
UNITED OVERSEAS BANK LIMITED )
in the presence of: )
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Witness's signature
PUT OPTION AGREEMENT