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ASSIGNMENT AGREEMENT ENTERED INTO BY AND BETWEEN ORIX GLOBAL COMMUNICATIONS,
INC., REPRESENTED BY XX. XXXXXX X. XXXXXX (HEREINAFTER THE "ASSIGNOR"), AND
LATIN GATE DE MEXICO, S.A. DE C.V, REPRESENTED BY XX. XXXXXX X. XXXXXX
(HEREINAFTER THE "ASSIGNEE"), WITH THE PARTICIPATION OF TRUST F/3959 OF BANCO
DEL ATLANTICO REPRESENTED BY XX. XXXXX XXXXXX XXXX (HEREINAFTER THE "LESSOR"),
PURSUANT TO THE FOLLOWING RECITALS AND CLAUSES:
RECITALS
I. The Assignor declares through its representative:
a. Whereas it is a company duly organized in accordance with the laws of
the State of Nevada, United States of America,
b. Whereas, as Lessee, on November 24, 1997, it entered into a lease
agreement (hereinafter the "Lease") attached hereto as Exhibit "A"
with the Lessor,
c. Whereas Clause Sixteenth of the Lease provides that the Lessee
(Assignor herein) may assign its rights under the Agreement to any of
its subsidiaries and in accordance with Mexican law, subject only to
the advanced written notice from the Lessee and the written consent of
the Lessor,
d. Whereas on March 25, 1998, the Lessee (Assignor herein) notified in
writing to the Lessor its decision to assign its rights and
obligations under the Lease to Assignee, and that on March 27, 1998,
the Lessor authorized in writing the Assignor to assign its rights and
obligations under the Lease to the Assignee and that such writings are
attached hereto as Exhibit B and Exhibit C, respectively.
II. The Assignee declares through its representative.
a. Whereas it is a company duly organized in accordance with the laws of
Mexico, as evidenced by a copy of Public Instrument number 63,233,
dated February 13, 1997, before Xxxxxx Xxxxxxxxxx Xxxxx, Notary Public
number 44 of the Federal District, attached hereto as Exhibit D.
b. Whereas, Xx. Xxxxxx Xxxxxx is duly authorized to represent the
Assignee, as evidenced in Public Instrument number 11,084, dated
February 18, 1998, before Xx. Xxxxxxxxx Xxxxxxxx. Notary Public number
69 of the Federal District, attached hereto as Exhibit E.
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c. Whereas it is a subsidiary of the Assignor, duly registered before the
Federal Taxpayers' Registry under LGM 970228 6X2.
d. Whereas it is aware of the contents of and all the rights and
obligations existing under the Lease.
III. The Lessor declares through its representative:
a. Whereas on November 24, 1997, it executed the Lease with the Lessor.
CLAUSES
FIRST. OBJECT. The Assignor hereby assigns to the Assignee, and the Assignee
hereby accepts the assignment of, all the rights and obligations of the Assignor
under the Lease.
SECOND. GUARANTOR In accordance with the provisions of Clause Sixteenth of the
Lease, the Assignor hereby guarantees all the obligations assumed by the
Assignee under the present Agreement.
THIRD. CONSIDERATION. The parties agree that the present assignment be
gratuitous.
FOURTH. EFFECTIVE DATE. This Agreement shall take effect as of the date hereto,
April 1, 1998. Any rents and/or payments of any kind under the Lease payable by
the Assignor to the Lessor prior to the date hereto shall not constitute part of
the present assignment.
FIFTH. NOTICES. Effective as of April 1, 1998, all notices related to the Lease
that shall be given to the assignee shall be served in writing, at the following
address, unless otherwise changed by written notice:
LATIN GATE DE MEXICO, S.A. DE C.V.
Attention: Xx. Xxxxxx X. Xxxxxx or Designee
Xxxxxxxxxxx Xxx 0000 Modulo "D" 00 Xxxxx
Xxxxxxx Xxx Xxxx Xxxxxxxxxxx
Xxxxxx X.X., 00000
SIXTH. CONSENT. Lessor hereby consents to the assignment described herein,
SEVENTH. GOVERNING LAW. This Agreement shall be governed by and construed in
accordance with the laws of the United Mexican States.
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EIGHTH. LANGUAGE. The present Agreement is signed in triplicate and in both the
Spanish and English language. In the event of a controversy, however, the
Spanish version shall prevail
IN WITNESS WHEREOF, the parties sign this Agreement through their duly
authorized representatives, this 1st day of April 1998.
THE ASSIGNOR THE ASSIGNEE
/s/ XXXXXX X. XXXXXX /s/ XXXXXX X. XXXXXX
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XXXXXX X. XXXXXX XXXXXX X. XXXXXX
THE LESSOR
/s/ XXXXXX X. XXXXXX
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XXXXX XXXXXX XXXX
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