EXHIBIT 10.33
NORTEL DASA
--------------------
Agreement Number:
--------------------
LEASING AGREEMENT -- PARTIAL AMORTIZATION
-------------------------------------------------------------------------------
Name and address of lessee: Name and address of supplier:
Star Telecommunications Nortel Dasa Network Systems GmbH & Co. XX
Xxxxxxxxxxx XxxX
Xxxxxxxxxxx 0x XX00 An der B31
60486 Frankfurt am Main 88039 Friedrichshafen
-------------------------------------------------------------------------------
-------------------------------------------------------------------------------
Designation of leasing asset: Delivery date: Net purchase VAT %:
price in DM:
DMS 100 data switches 39.104.780,00
-------------------------------------------------------------------------------
-------------------------------------------------------------------------------
Machine/Unit No.:
-------------------------------------------------------------------------------
-------------------------------------------------------------------------------
Irrevocable lease term: 60 months Total purchase price: DM 39.104.780,00
-------------------------------------------------------------------------------
-------------------------------------------------------------------------------
Monthly leasing rate: SEE PAYMENT Monthly leasing payment: DM SEE PAYMENT
SCHEDULE (subject to Section 2 Leasing SCHEDULE
Conditions) + VAT: DM
-------------------------------------------------------------------------------
-------------------------------------------------------------------------------
Residual value: 10% Total monthly leasing DM
3.901.478,00 of purchase price payment
in DM excl. VAT
-------------------------------------------------------------------------------
-------------------------------------------------------------------------------
Lease period starts on: DEZEMBER 1997 First leasing payment DEZEMBER 1997
due on:
-------------------------------------------------------------------------------
-------------------------------------------------------------------------------
Location:
-------------------------------------------------------------------------------
The parties hereto agree that Nortel Dasa's acquisition/manufacturing costs
and ancillary costs including financing costs are not covered by the leasing
payments to be made by the lessee during the irrevocable lease term.
The lessee authorizes Nortel Dasa Network Systems GmbH & Co. KG to collect
amounts due by direct debit to account no.:________________ with
The lessee offers to conclude with Nortel Dasa Network Systems GmbH & Co. KG
-- referred to below as "Nortel Dasa" -- a leasing agreement on the
conditions set forth above and overleaf. The leasing agreement becomes
effective upon written acceptance by Nortel Dasa. The lessee instructs Nortel
Dasa to purchase the leasing asset after the leasing agreement has become
effective from the supplier at the terms and conditions which the lessee has
accepted or negotiated with the supplier. The choice of supplier and leasing
asset is made solely by the lessee. Nortel Dasa therefore assumes no warranty
for proper and punctual delivery, faultless condition from defects or for the
supplier's credit standing and ability to deliver.
Friedrichshafen,______________________ ______________________________
/s/ Xxxxx Xxxx
------------------------------------- ------------------------------------
Nortel Dasa Network Systems Lessee's company stamp and signature
GmbH & Co. KG
-------------------------------------------------------------------------------
Nortel Dasa Network Systems GmbH & Co. KG-Postfach - 88039 Friedrichshafen
- Werk 2 BG10 An der B31
??????????????????????????????????????????????????????????????
NORTEL DASA
-1-
LEASING CONDITIONS -- PARTIAL AMORTIZATION
SECTION 1 DELIVERY, ACCEPTANCE
The lessee must accept the leasing asset delivered in faultless condition.
The lessee must confirm acceptance to Nortel Dasa in writing.
The lessee bears the cost and risk of delivery and assembly as well as the
cost of repairing any damage caused in this respect. Nortel Dasa hereby
assigns to the lessee any claims accruing to Nortel Dasa against the supplier
in this connection.
SECTION 2 LEASE TERM, MATURITY AND ALTERATION OF LEASING PAYMENTS
The leasing agreement is concluded on a fixed basis for the leasing period
stated overleaf with effect from the starting date specified.
The leasing payments, the first of which is due on the date stated overleaf,
must be made on the first of each month.
If the purchase price changes, the agreed leasing payments and the agreed
residual value change accordingly.
Nortel Dasa reserves the right to adjust the leasing rate accordingly if the
level of interest rates on the money and capital market rises or falls before
Nortel Dasa receives the lessee's confirmation of acceptance.
SECTION 3 RELEASE
The lessee bears all statutory levies and new taxes introduced during the
lease term which relate to Nortel Dasa in its capacity as lessor or as owner
of the leasing asset.
The lessee will release Nortel Dasa from all claims which third parties
assert against Nortel Dasa as a result of its ownership or for other reasons,
such as delivery, assembly or use of the leasing asset.
Nortel Dasa is entitled to make the respective payments and ask for
reimbursement of its expenses by the lessee.
SECTION 4 PROPERTY OF NORTEL DASA
The lessee must keep the leasing asset in orderly and functional condition at
his own expense. If the leasing asset is an EDP unit, the lessee will conclude
a maintenance agreement with the manufacturer at his own expense. In the case
of other leasing assets, Nortel Data may ask for conclusion of a maintenance
agreement at any time.
The lessee will observe such laws and statutory orders which apply to
possession and use of the leasing asset.
The lessee may not dispose of the leasing asset and may only move it from the
agreed location with Nortel Dasa's written consent.
Agents of Nortel Dasa are entitled to inspect the leasing asset during normal
business hours and may designate the leasing asset as the property of Nortel
Dasa.
The leasing asset is fixed to a property for a temporary purpose with the
intention of being detached after expiry of the leasing agreement. The lessee
is obliged to state this clearly to the owner of the property.
The lessee may only make alterations to the leasing asset after receiving
written approval from Nortel Dasa. The parties agree that a movable asset
which the lessee fixes to the leasing asset becomes the sole property of
Nortel Dasa after such attachment. The leasing agreement also applies to such
attachments. The lessee is, however, entitled to restore the original
condition of the leasing asset.
The lessee will inform Nortel Dasa without delay of compulsory distraint
measures with respect to the leasing asset or the property on which the
leasing asset is located. The intervention costs are borne by the lessee
unless they are reimbursed to Nortel Dasa.
SECTION 5 INSURANCE
During the lease term, the lessee will insure the leasing asset at his own
expense and a the asset's original value against all risks typical of the
leasing asset, in the case of EDP units in particular by electronic
insurance, and included in his normal company third-party insurance policy.
Nortel Dasa may ask for further appropriate insurance.
The lessee undertakes to apply to his insurance company for confirmation of
insurance in favour of Nortel Dasa. Should the lessee not submit the
confirmation of insurance within 30 days after the beginning of the lease
term or not pay his premiums during the lease term, Nortel Dasa is entitled
to take out an appropriate insurance policy at the lessee's expense.
The lessee hereby assigns to Nortel Dasa his rights under the insurance
policies and any claims in respect of damage to the leasing asset.
