EXHIBIT 10.95
EQUIPMENT LEASE
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THIS EQUIPMENT LEASE is made and effective as of the fifth day of
October, 2000, by and between TARRANT MEXICO, S. de X.X. de C.V., a limited
liability company formed under the laws of the Republic of Mexico ("Lessor"),
and TEX TRANSAS, S.A. de C.V., a corporation formed under the laws of the
Republic of Mexico ("Lessee"), with respect to the following facts:
A. Lessor is the owner of certain equipment which is used in the
production of twill fabric.
B. Lessee desires to lease such equipment from Lessor on the terms
and conditions set forth in this Agreement.
ACCORDINGLY, subject to the terms and conditions of this Agreement,
and on the basis of the premises, representations, warranties and agreements
contained herein, the parties hereto agree as follows:
1. Lease and Delivery of Equipment.
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(a) Lessor hereby leases to Lessee, and Lessee hereby hires and takes
from Lessor, the personal property described on Exhibit A hereto (hereinafter,
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with all attachments, replacement parts, substitutions, additions, repairs and
accessories incorporated therein or affixed thereto, and proceeds, referred to
as the "Equipment"). Lessee shall not change or remove any insignia or
lettering on the Equipment and shall conspicuously identify each item of the
Equipment by suitable lettering thereon to indicate Lessor's ownership.
(b) Lessor agrees within five (5) days from the date hereof to cause
the Equipment to be delivered to Lessee, f.o.b. Lote 1 ABC, SN Corridor,
Ixtacuixtla Xocoyucan, Tlaxcala (the "Facility").
2. Term. The lease contemplated by this Agreement (the "Lease") shall be
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for a term of approximately twenty-four (24) months, beginning October 5, 2000
and ending September 30, 2002 (the "Term"). This is a "fixed period" lease. No
extension of the Term, whether express, implied or by operation of law, shall be
effective without the prior written consent of Lessor and Lessee in each
instance. Lessee waives the provisions of Article 2487 of the Civil Code for
the Federal District and Article 2086 of the Civil Code for the State of
Tlaxcala.
3. Rent. For the Term or any portion thereof, Lessee shall pay to Lessor
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rentals aggregating U.S. $572,609.28, payable in twenty-four (24) equal,
successive, monthly rental payments of U.S. $23,858.72 each, of which the first
is due November 5, 2000, and the others on a like date of each month thereafter,
until fully paid. The Lease is irrevocable for the full Term and for the
aggregate rental herein reserved, and the rent shall not xxxxx by reason of the
termination of Lessee's right of possession or the taking of possession by
Lessor or for any other reason. Any payment not made when due shall, at the
option of Lessor, bear late charges thereon calculated at the rate of 1-1/2% per
month, but in no event greater than the highest rate permitted by relevant law.
Payment of the rent shall be made in full and without set-off or counterclaim at
Lessor's "domicilio convencional" set forth on the signature page hereof, or at
such other place as Lessor may designate from time to time. The rent is agreed
for a "fixed period and total price," pursuant to Articles 2463 and 2464 of the
Civil Code for the Federal District and Articles 2104 and 2105 of the Civil Code
for the State of Tlaxcala. Lessee hereby waives the rights and provisions of
Articles 2420, 2421, 2426, 2434 and 2445 of the Civil Code
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for the Federal District and Articles 2028, 2029, 2034, 2040, 2041, 2042 and
2054 of the Civil Code for the State of Tlaxcala. All amounts payable under this
Agreement shall be paid in U.S. dollars.
4. Use, Nature and Location of Equipment. Lessee warrants and agrees
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that the Equipment is to be used solely for the production of twill fabric,
without the prior written consent of Lessor in each instance. Lessee and Lessor
agree that regardless of the manner of affixation, the Equipment shall remain
personal property and not become part of the real estate. Lessee agrees to keep
the Equipment at the Facility. Lessee shall not remove the Equipment from the
Facility without the prior written consent of Lessor in each instance. Lessee's
obligations under this Section 5 are pursuant to Article 2425, fraction III of
the Civil Code for the Federal District and Article 2033, fraction III of the
Civil Code for the State of Tlaxcala.
5. Repairs. Lessor shall not be obligated to install, erect, test,
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adjust, service or make any repairs or replacements to the Equipment or to bear
any charge, cost or payment on account thereof. Lessee shall not incur for
Lessor's account or liability any expense therefor without Lessor's prior
written consent in each instance. Lessee shall inspect the Equipment within 48
hours after its receipt. Unless within said time Lessee notifies Lessor,
stating the details of any defects, Lessee shall be conclusively presumed to
have accepted the Equipment in its then condition. Thereafter, Lessee shall
effect and bear the expense of all repairs, maintenance, operation and
replacements required to be made to maintain the Equipment in good condition,
normal wear and tear excepted. Lessee hereby waives Article 2416 of the Civil
Code for the Federal District and Article 2023 of the Civil Code for the State
of Tlaxcala; provided, however, that if Lessee intends to repair or replace any
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major components of the Equipment, it shall so notify Lessor in advance to
afford Lessor the opportunity to verify and authorize such repair or
replacement. Lessee is not authorized to alter, modify or improve the Equipment
without Lessor's prior written consent in each instance.
6. Operators. Lessee shall cause the Equipment to be operated by
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competent employees only, and shall pay all expenses of operation.
7. Liability.
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(a) Lessee shall indemnify and save Lessor harmless from any and all
injury to or loss of the Equipment from whatever cause, and from liability
arising out of the use, maintenance or delivery thereof, including, but not
limited to, any claim for product liability, injury to employees, compensation
to employees or contractors or infringement of any rights of a third party.
Lessee shall be credited with any amounts received by Lessor from insurance
procured by Lessee. Damage for any loss or injury to the Equipment shall be
based on the then true and reasonable market value of the Equipment irrespective
of rentals theretofore paid or accrued.
(b) Lessee shall preserve and maintain the Equipment in good condition
and protected from fire, deterioration or destruction and shall indemnify and
hold Lessor harmless from any loss arising therefrom. Lessee shall comply with
Articles 2419 and 2425 of the Civil Code for the Federal District and Articles
2033 and 2043 of the Civil Code for the State of Tlaxcala, and waives any
defense based on acts of God, force majeure or lack of liability as set forth in
Article 2468 and 2469 of the Civil Code for the Federal District and Articles
2109 and 2110 of the Civil Code for the State of Tlaxcala.
8. Insurance.
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(a) All risk of loss, damage to or destruction of the Equipment shall
at all times be on Lessee. Lessee shall procure forthwith and maintain at
Lessee's expense insurance against all
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risks of loss or physical damage to the Equipment for the full insurable value
thereof for the Term plus breach of warranty insurance and such other insurance
thereon in amounts and against such risks as Lessor may specify, and shall
promptly deliver each policy to Lessor with a standard long-form mortgagee
endorsement attached thereto showing loss payable to Lessor and providing Lessor
with not less than 30 days written notice of cancellation. Each such policy
shall be in form, terms and amount and with insurance carriers satisfactory to
Lessor. Lessor's acceptance of policies in lesser amounts or risks shall not be
a waiver of Lessee's obligation under this Section 8. As to Lessor's interest in
such policy, no act or omission of Lessee or any of its officers, agents,
employees or representatives shall affect the obligations of the insurer to pay
the full amount of any loss.
(b) Lessee hereby assigns to Lessor any monies which may become
payable under any such policy of insurance and irrevocably constitutes and
appoints Lessor as Lessee's attorney in fact (i) to hold each original insurance
policy, (ii) to make, settle and adjust claims under each policy of insurance,
(iii) to make claims for any monies which may become payable under such and
other insurance on the Equipment including returned or unearned premiums, and
(iv) to endorse Lessee's name on any check, draft or other instrument received
in payment of claims or returned or unearned premiums under each policy and to
apply the funds to the payment of any amounts owing to Lessor; provided,
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however, that Lessor is under no obligation to do any of the foregoing.
(c) Should Lessee fail to furnish any such insurance policy to Lessor,
or to maintain any such policy in full force, or to pay any premium in whole or
in part relating thereto, then Lessor, without waiving or releasing any default
or obligation by Lessee, may (but shall be under no obligation to) obtain and
maintain insurance and pay the premium therefor on behalf of Lessee and charge
the premium to Lessee under this Agreement. The full amount of any such premium
paid by Lessor shall be payable by Lessee upon demand, and failure to pay the
same shall constitute an Event of Default under this Agreement.
9. Taxes.
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(a) Lessee shall comply with and conform to all laws, ordinances and
regulations relating to the ownership, possession, use or maintenance of the
Equipment, and shall save Lessor harmless against actual or asserted violations,
and shall pay all costs and expenses of every character occasioned by or arising
out of such use. Lessee agrees that, during the Term, in addition to the rent
and all other amounts provided herein to be paid, it will promptly pay all
taxes, assessments and other governmental charges (including penalties and
interest, if any, and fees for titling or registration, if required) levied or
assessed:
(i) upon the interest of Lessee in the Equipment or upon the use
or operation thereof or on the earnings arising therefrom; and
(ii) against Lessor on account of its acquisition or ownership of
the Equipment or any part thereof, or the use or operation thereof, or the
leasing thereof to the Lessee, or the rent herein provided for, or the earnings
arising therefrom, exclusive, however, of any taxes based on the net income of
Lessor.
(b) Lessee agrees to file, on behalf of Lessor, all required tax
returns and reports concerning the Equipment with all appropriate governmental
agencies, and within not more than five (5) days after the due date of such
filing, to send Lessor confirmation, in form satisfactory to Lessor, of such
filing.
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10. Title. All the Equipment shall remain personal property, and title
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thereto shall remain in Lessor exclusively. Lessee shall keep the Equipment
free from any and all liens and claims, and shall do or permit no act or thing
whereby Lessor's title or rights may be encumbered or impaired. Upon expiration
or termination hereof by other than default, the Equipment shall be returned
unencumbered to Lessor by Lessee at the Facility or to such other place within
the State of Tlaxcala as Lessor may direct, at Lessee's sole expense and in the
same condition as when received by Lessee, normal wear and tear resulting from
the proper use thereof alone excepted. In the event Lessee shall fail to
deliver the Equipment as provided in the preceding sentence, Lessee shall pay to
Lessor promptly upon demand, as liquidated damages and not as a penalty, an
amount equal to U.S. $5,000.00 per day until the Equipment is so delivered.
11. Inspection. Lessee shall, whenever requested, advise Lessor of the
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exact location and condition of the Equipment and shall give Lessor immediate
notice of any attachment or other judicial process affecting the Equipment, and
indemnify and save Lessor harmless from any loss or damage caused thereby.
Lessor may, at all reasonable times enter upon any job, building or place where
the Equipment is located to verify compliance by Lessee with the terms of this
Agreement without being considered in trespass, waiving therefor Articles 1912,
2412 and 2414 of the Civil Code for the Federal District and Articles 1379, 2021
and 2027 of the Civil Code for the State of Tlaxcala. Lessor may remove the
Equipment forthwith, without notice to Lessee, if the Equipment is, in the
opinion of Lessor, being used in violation of any term or condition of this
Agreement or beyond its capacity or is in any manner improperly cared for or
abused.
12. Non-Waiver. Time is of the essence. Lessor's failure at any time to
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require strict performance by Lessee of any of the provisions of this Agreement
shall not waive or diminish Lessor's right thereafter to demand strict
compliance therewith or with any other provision. Waiver of any default shall
not waive any other default. No remedy of Lessor hereunder shall be exclusive of
any other remedy herein or by law provided, but each shall be cumulative and in
addition to every other remedy.
13. No Warranty. Lessor, not being the manufacturer of the Equipment,
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nor the manufacturer's agent, makes no warranty or representation, either
express or implied, as to the fitness, quality, design, condition, capacity,
suitability, merchantability or performance of the Equipment or of the material
or workmanship thereof, it being agreed that the Equipment is leased "As Is" and
that all such risks, as between Lessor and Lessee, are to be borne by Lessee at
its sole risk and expense. Lessee accordingly agrees not to assert any claim
whatsoever against Lessor based thereon. Lessee further agrees, regardless of
cause, not to assert any claim whatsoever against Lessor for loss of
anticipatory profits or consequential damages. No oral agreement, guaranty,
promise, condition, representation or warranty shall be binding. All prior
conversations, agreements or representations related to the subject matter of
this Agreement or to the Equipment are integrated herein. No modification of
this Agreement shall be binding unless in writing signed by Lessor.
14. Performance of Obligations of Lessee by Lessor. In the event that
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Lessee shall fail duly and promptly to perform any of its obligations under this
Agreement, Lessor may, at its option, perform the same for the account of Lessee
without thereby waiving such default, and any amount paid or expense (including
reasonable attorneys' fees and costs), penalty or other liability incurred by
Lessor in such performance, together with interest at the rate of 1-1/2% per
month thereon until paid by Lessee to Lessor, shall be payable by Lessee upon
demand as additional rent for the Equipment.
15. Further Assurances. Lessee shall execute and deliver to Lessor,
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upon Lessor's request, such instruments and assurances as Lessor deems necessary
or advisable for the confirmation or perfection of this Agreement and Lessor's
rights hereunder.
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16. Default.
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(a) An Event of Default shall occur if:
(i) Lessee fails to pay when due any installment of rent and
such failure continues for a period of 10 days;
(ii) Lessee shall fail to perform or observe any covenant,
condition or agreement to be performed or observed by it hereunder and such
failure continues uncured for 15 days after written notice thereof to Lessee by
Lessor;
(iii) Lessee ceases doing business as a going concern, makes an
assignment for the benefit of creditors, admits in writing its inability to pay
its debts as they become due, files a voluntary petition in bankruptcy, is
adjudicated a bankrupt or an insolvent, files a petition seeking for itself any
reorganization, arrangement, composition, readjustment, liquidation, dissolution
or similar arrangement under any present or future statute, law or regulation,
or files an answer admitting the material allegations of a petition filed
against it in any such proceeding, consents to or acquiesces in the appointment
of a trustee, receiver or liquidator of it or of all or any substantial part of
its assets or properties, or if it or its shareholders shall take any action
looking to its dissolution or liquidation;
(iv) within 60 days after the commencement of any proceedings
against Lessee seeking reorganization, arrangement, readjustment, liquidation,
dissolution or similar relief under any present or future statute, law or
regulation, such proceedings shall not have been dismissed, or if within 60 days
after the appointment without Lessee's consent or acquiescence of any trustee,
receiver or liquidator of it or of all or any substantial part of its assets and
properties, such appointment shall not be vacated;
(v) Lessee attempts to remove, sell, transfer, encumber, part
with possession or sublet the Equipment or any item thereof;
(vi) the occurrence of any of the events or situations set forth
in Article 2489 of the Civil Code for the Federal District or Article 2089 of
the Civil Code for the State of Tlaxcala; or
(vii) Lessee fails to perform or observe any covenant, condition
or agreement to be performed or observed by it under the Production Agreement,
Amendment No. 1 to Facility Development Agreement, the Equipment Purchase
Agreement or the Secured Promissory Note, each dated as of the date hereof, by
and between Lessor and Lessee or Tex Transas, S.A. de C.V.
(b) Upon the occurrence of an Event of Default, Lessor, at its
option, may:
(i) declare all sums due and to become due hereunder
immediately due and payable;
(ii) proceed by appropriate court action or actions or other
proceedings either at law or equity to enforce performance by Lessee of any and
all provisions of this Agreement and to recover damages for the breach thereof;
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(iii) demand that Lessee deliver the Equipment forthwith to
Lessor at Lessee's expense at such place as Lessor may designate; and
(iv) Lessor or its agents may, without notice or liability or
legal process, enter into any premises of or under the control or jurisdiction
of Lessee or any agent of Lessee where the Equipment may be or by Lessor is
believed to be, and repossess all or any item thereof, disconnecting and
separating all thereof from any other property and using all force necessary or
permitted by applicable law so to do. Lessee hereby expressly waives all further
rights to possession of the Equipment and all claims for injuries suffered
through or loss caused by such repossession; but Lessor shall, nevertheless, be
entitled to recover immediately as liquidated damages for loss of the bargain
and not as a penalty any unpaid rent that accrued on or before the occurrence of
the Event of Default plus an amount equal to the difference between the
aggregate rent reserved hereunder for the unexpired Term of this Lease and the
then aggregate rental value of all Equipment for such unexpired Term; provided,
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however, that if any statute governing the proceeding in which such damages are
to be proved specifies the amount of such claim, Lessor shall be entitled to
prove as and for damages for the breach an amount equal to that allowed under
such statute. The provisions of this paragraph shall be without prejudice to any
rights given to Lessor by such statute to prove for any amounts allowed thereby.
Should any proceedings be instituted by or against Lessor for monies due to
Lessor hereunder or for possession of any or all of the Equipment or for any
other relief, Lessee shall pay a reasonable sum as attorneys' fees.
17. Injunctive Relief. Each party hereby acknowledges and agrees that
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it would be difficult to fully compensate the other party for damages resulting
from the breach or threatened breach of any provision of this Agreement and,
accordingly, that each party shall be entitled to temporary and injunctive
relief, including temporary restraining orders, preliminary injunctions and
permanent injunctions, to enforce such provisions without the necessity of
proving actual damages or being required to post any bond or undertaking in
connection with any such action. This provision with respect to injunctive
relief shall not diminish, however, the right of either party to any other
relief or to claim and recover damages.
18. Force Majeure. Except for obligations of payment, neither party
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hereto shall be liable for non-performance caused by any circumstances beyond
its reasonable control, including, but not limited to, lightning, earthquake,
storm, acts of enemies, sabotage, war, blockade, insurrection, riot, epidemic,
landslide, flood, fire, washout or the order of any court or authority, which
circumstance by the exercise of due diligence the party invoking this Section 18
is unable to prevent or overcome; provided, however, that (i) lack of financial
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capacity, strike, lockout or other industrial disturbance and shortage of
necessary labor or materials shall in no event be deemed to be a cause beyond a
party's control and (ii) no party shall be entitled to invoke this Section 18 if
the failure to observe or perform any of the covenants or obligations herein
imposed upon it was caused by such party failing to act in a reasonable and
prudent manner under the circumstances, or failing to remedy the condition with
reasonable diligence, or failing to give notice as soon as possible after
determining that an event of force majeure has occurred and specifying those
covenants or conditions such party will be unable to perform, or was the result
of a knowing or negligent breach by such party of any applicable laws,
regulations, agreements or contracts.
19. Relationship of the Parties. The relationship between the parties
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hereto under this Agreement is solely that of lessor and lessee, and neither
party is or shall be construed to be a partner, joint venturer, employee, agent,
representative, franchisee or participant of or with the other party for any
purpose whatsoever. Neither party shall have any right or authority whatsoever
to assume or to create any obligation or responsibility, express or implied, on
behalf of or in the name of the other party or to bind the other party in any
capacity.
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20. Waiver. No failure to exercise, and no delay in exercising, any
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right, power or remedy hereunder shall impair any right, power or remedy which
any party may have, nor shall any such delay be construed as a waiver of any
such rights, powers or remedies or an acquiescence in any breach or default
under this Agreement. The rights and remedies herein specified are cumulative
and not exhaustive of any rights or remedies which any party would have. No
waiver of any of the provisions of this Agreement shall be deemed or shall
constitute a waiver of any other provisions hereof (whether or not similar), nor
shall such waiver constitute a continuing waiver unless otherwise expressly
provided.
21. Notices. Any notice or other communication required or permitted
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hereunder shall be in writing in the English language and shall be deemed to
have been given (i) if personally delivered, when so delivered, (ii) if mailed,
one (1) week after being placed in the United States mail certified, return
receipt requested, postage prepaid, addressed to the party to whom it is
directed at the address set forth on the signature page hereof or (iii) if given
by telecopier, when such notice or communication is transmitted to the
telecopier number set forth on the signature page hereof and written
confirmation of receipt is received. Each such address shall be deemed to be a
"domicilio convencional" pursuant to Article 34 of the Civil Code for the
Federal District and Article 38 of the Civil Code for the State of Tlaxcala.
Each of the parties shall be entitled to specify a different address by giving
the other parties notice as aforesaid.
22. Entire Agreement. This Agreement and the schedules and exhibits
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hereto (which are incorporated herein by reference) constitute the entire
agreement between the parties hereto pertaining to the subject matter hereof and
supersede all prior agreements, understandings, negotiations and discussions,
whether oral or written, relating to the subject matter of this Agreement. No
supplement, modification, waiver or termination of this Agreement shall be valid
unless executed by the party to be bound thereby. No waiver of any of the
provisions of this Agreement shall be deemed or shall constitute a waiver of any
other provisions hereof (whether or not similar), nor shall such waiver
constitute a continuing waiver, unless otherwise expressly provided.
23. Headings. Section and subsection headings are not to be considered
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part of this Agreement and are included solely for convenience and reference and
in no way define, limit or describe the scope of this Agreement or the intent of
any provisions hereof.
24. Successors and Assigns. Lessee shall not assign or otherwise
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transfer any of its rights or delegate any of its duties hereunder (whether
voluntarily or involuntarily) without the prior written consent of Lessor in
each instance. Lessor may assign the rents reserved herein or all or any of
Lessor's other rights hereunder. After such assignment, Lessor shall not be the
assignee's agent for any purpose. Lessee will settle all claims arising out of
alleged breach of warranties or otherwise, defenses, set-offs and counterclaims
it may have against Lessor directly with Lessor, and not set up any such against
Lessor's assignee. Lessee on receiving notice of any such assignment shall
abide thereby and make payment as may therein be directed. Following such
assignment, solely for the purpose of determining assignee's rights hereunder,
the term "Lessor" shall be deemed to include or refer to Lessor's assignee.
Subject to the foregoing, all of the terms, provisions and obligations of this
Agreement shall inure to the benefit of and shall be binding upon the parties
hereto and their respective permitted successors and assigns.
25. Governing Law. The validity, construction and interpretation of
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this Agreement shall be governed in all respects by the laws of the State of
California applicable to contracts made and to be performed wholly within that
State.
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26. Counterparts. This Agreement may be executed simultaneously in two
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or more counterparts, each one of which shall be deemed an original, but all of
which shall constitute one and the same instrument.
27. Third Parties. Nothing in this Agreement, expressed or implied, is
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intended to confer upon any person other than the parties hereto and their
respective heirs, representatives, successors and assigns any rights or remedies
under or by reason of this Agreement.
28. Attorneys' Fees. In the event any party takes legal action to
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enforce any of the terms of this Agreement, the unsuccessful party to such
action shall pay the successful party's expenses (including, but not limited to,
reasonable attorneys' fees and costs) incurred in such action.
29. Further Assurances. Each party hereto shall, from time to time at
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and after the date hereof, execute and deliver such instruments, documents and
assurances and take such further actions as the other parties reasonably may
request to carry out the purpose and intent of this Agreement.
30. Arbitration. Any controversy arising out of or relating to this
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Agreement or the transactions contemplated hereby shall be referred to
arbitration before the American Arbitration Association strictly in accordance
with the terms of this Agreement and the substantive law of the State of
California. The board of arbitrators shall convene at a place mutually
acceptable to the parties in the State of California and, if the place of
arbitration cannot be agreed upon, arbitration shall be conducted in Los
Angeles. The parties hereto agree to accept the decision of the board of
arbitrators, and judgment upon any award rendered hereunder may be entered in
any court having jurisdiction thereof. Neither party shall institute a
proceeding under this Section 30 until that party has furnished to the other
party at least thirty (30) days prior written notice of its intent to do so in
accordance with Section 21.
31. Construction. This Agreement was reviewed by legal counsel for each
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party hereto and is the product of informed negotiations between the parties
hereto. If any part of this Agreement is deemed to be unclear or ambiguous, it
shall be construed as if it were drafted jointly by the parties. Each party
hereto acknowledges that no party was in a superior bargaining position
regarding the substantive terms of this Agreement.
32. Consent to Jurisdiction. Subject to Section 31, each party hereto,
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to the fullest extent it may effectively do so under applicable law, irrevocably
(i) submits to the exclusive jurisdiction of any court of the State of
California or the United States of America sitting in the City of Los Angeles
over any suit, action or proceeding arising out of or relating to this
Agreement, (ii) waives and agrees not to assert, by way of motion, as a defense
or otherwise, any claim that it is not subject to the jurisdiction of any such
court, any objection that it may now or hereafter have to the establishment of
the venue of any such suit, action or proceeding brought in any such court and
any claim that any such suit, action or proceeding brought in any such court has
been brought in an inconvenient forum, (iii) agrees that a final judgment in any
such suit, action or proceeding brought in any such court shall be conclusive
and binding upon such party and may be enforced in the courts of the United
States of America, the State of California or the Republic of Mexico (or any
other courts to the jurisdiction of which such party is or may be subject) by a
suit upon such judgment and (iv) consents to process being served in any such
suit, action or proceeding by mailing a copy thereof by United States mail,
registered or certified, postage prepaid, return receipt requested, to CT
Corporation at 000 Xxxx Xxxxxxx Xxxxxx, Xxx Xxxxxxx, Xxxxxxxxxx 00000 (and each
party hereby irrevocably appoints CT Corporation as its lawful agent to accept
such service of process on behalf of such party). Each party agrees that such
service (i) shall be deemed in every respect effective service of process upon
such
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party in any such suit, action or proceeding and (ii) shall, to the fullest
extent permitted by law, be taken and held to be valid personal service upon and
personal delivery to such party.
33. Expenses. Each party shall bear the expenses incurred by it in
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connection with the negotiation, execution and delivery of this Agreement and
the other agreements and instruments contemplated hereby and the consummation of
the transactions contemplated hereby and thereby.
34. Severable Provisions. The provisions of this Agreement are severable,
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and if any one or more provisions may be determined to be illegal or otherwise
unenforceable, in whole or in part, the remaining provisions, and any partially
unenforceable provisions to the extent enforceable, shall nevertheless be
binding and enforceable.
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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed as of the date first set forth above.
Lessor: TARRANT MEXICO, S. de X.X. de C.V.
By /s/ Xxxxxx Xxxx
______________________________
Xxxxxx Xxxx
Authorized Representative
0000 Xxxx Xxxxxxxxxx Xxxxxxxxx
Xxx Xxxxxxx, Xxxxxxxxxx 00000
Telecopier: (000) 000-0000
Lessee: TEX TRANSAS, S.A. de C.V.
By /s/ Xxxxx Xxxxx
______________________________
Xxxxx Xxxxx
Authorized Representative
Xxxxx Xxxxx Xxx, #231
Col. Xxxxxxx, X.X. 00000
Xxxxxx D.F.
Telecopier: (000) 000-0000
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