EXHIBIT 10.28
INTERNATIONAL LEASING AGREEMENT
BETWEEN GLOBAL TELECOMMUNICATIONS OPERATIONS INC. AND THE
EMPRESA DE TELEFONOS DE PALMIRA S. A. EMPRESAS DE SERVICIOS
PUBLICOS TELEPALMIRA S.A. E.S.P.
By and between the undersigned XXXXXX XXXXXX XXXXXXXXX, a Colombian citizen of
legal age resident in Santafe of Bogota D.C. identified as it shown under his
signature acting under a power of attorney for GLOBAL TELECOMMUNICATIONS
OPERATIONS INC, a corporation with business office in Pasea Estate Road Town
Xxxxxx, constituted according to the effective laws of the British Virgin
Islands, United Kingdom by virtue of registration No. 170407 according based on
the decree on corporations of international business herein THE LESSOR on one
hand and for the other hand XXXXX XXXXXXX XXXXXXXX XXXXXX, of legal age,
resident in Cali, identified as listed below his signature acting in his quality
as the legal representative (substitute) of the society EMPRESA DE TELEFONOS DE
PALMIRA S.A. EMPRESA DE SERVICIOS PUBLICOS - TELEPALMIRA S.A. E.S.P. a
commercial corporation constituted by Public Deed No. 1468 subscribed on May 31,
1995, at Notary Public First of Palmira, with business office in Palmira,
Department of Xxxxx del Cauca, Republic of Colombia, with Nit 000.000.000 -2,
circumstances credited with the certificate of incorporation and representation,
issued by the Chamber of Commerce of Palmira attached to this contract herein
THE LESSEE the parties herein have subscribed an International Financial Lease
or International Leasing International in the infrastructure modality, which
will be regulated by the following clauses, taking into account the following:
Considerations
FIRST: For the purpose of this contract, THE LESSEE, with the purpose of
acquiring the productive use of the goods described below, having discussed and
studied, the goods objective of this contract with all and each of its
characteristics and specifications and equally has selected SIEMENS
AKTIENGESELLSCHAFT, company from Germany, as the supplier of the goods.
SECOND: That THE LESSEE has requested THE LESSOR to acquire the property of the
goods object of this Contract, to be delivered to THE LESSEE under the title of
Financial International Leasing, with the purpose of having such party exploit
the goods economically in Colombia.
THIRD: That THE LESSOR declares that it is the owner of the goods object of this
contract which tariff position is 00.00.00.00.00 and constituted by Equipment
for of automatic switching for telephony services endowed with threads. A
telephone Switch for Palmira 10,328 lines whose basic components constitute a
functional unit in the terms foreseen in Note 4-Section XVI of the Customs
Tariff and whose main function is carried out by an automatic apparatus for
telephone switching whose detailed description is listed in the Technical
Exhibit Attached to this Contract.
In consequence the PARTIES have celebrated this contracts as per the following
clauses:
FIRST: DEFINITIONS. The terms used in this Contract, may they be in singular or
in plural, in present, future, or past, they will have the meaning that has been
assigned to them in the present clause. The terms that are not specifically
defined in this clause, will be understood in the average and usual sense that
2
they have in the corresponding technical language, or in natural and obvious
language according to the general use of them.
1.1. PARTIES
A party is each one of the two contractual extremes in this agreement: THE
LESSOR and THE LESSEE and Parties are the two extremes, one and the other.
1.2. FINANCIAL LEASE OR LEASING
Contract through which a party, so called THE LESSOR grants another party, so
called THE LESSEE, the use and possession of a good, in exchange for a periodic
payment so called rent, with the option of acquiring it when the term the
contract expires.
1.3. INTERNATIONAL FINANCIAL LEASE OR INTERNATIONAL LEASING: (CROSS BORDER
LEASING)
Contract of financial lease or leasing is the one through which each of the
parties by virtue of their location, are subject to different legal systems.
1.4. RENT
Amount of money that should be paid by THE LESSEE periodically to THE LESSOR for
the use and possession of an asset which belong to the other party.
1.5. OPTION TO PURCHASE
Essential element of the contract for FINANCIAL LEASE OR LEASING which consists
on the ability THE LESSEE has to acquire the asset delivered to it under the
title of financial lease at the expiration of the respective contract.
3
1.6. VALUE OF ACQUISITION
It is the amount of money that should paid by THE LESSEE when exercising the
purchase option to acquire the property of the asset delivered under the title
of financial lease or leasing.
1.7. ASSETS
Group of elements or items on which are the objective of this contract of
financial lease or leasing and mentioned under Clause Third.
SECOND: OBJECTIVE. This contract considers as its objective, the delivery under
the title of financial lease or leasing made by THE LESSOR to THE LESSEE of
assets objective of this agreement, that the first party has acquired, so that
THE LESSEE uses the assets and has them in its possession during the term of
this agreement, with the possibility of exercising a purchase option when term
of the contract expires.
THIRD: ASSETS OBJECTIVE OF THE CONTRACT. THE LESSOR gives THE LESSEE under title
of financial lease, the possession of the following goods: Equipment for
automatic switching for telephony endowed with threads. A telephone Switch for
Palmira. 10,328 lines whose basic components constitute a functional unit in the
terms contained in Note 4 - Section XVI of the custom tariff and whose main
function is carried out through an automatic apparatus of telephone switching
whose detailed description is listed in the technical exhibit attached to this
contract.
FIRST PARAGRAPH
THE LESSEE acknowledges having received at its complete satisfaction under a
leasing title or financial lease the goods before mentioned.
4
SECOND PARAGRAPH
For all legal effects the PARTIES acknowledge that it is understood and
contained in this Contract any mechanism or piece used as an accessory in the
equipment leased or any such piece which may be added in the future.
FOURTH: IMPORTS. For all legal purposes the goods object of this contract has
been acquired by THE LESSOR in the Federal Republic in Germany and they will be
imported by THE LESSEE to the Republic of Colombia agreeing under this contract
to the obligation and exact execution of the legal requirements and regulations
which govern the import of goods to the Republic of Colombia. In particular, THE
LESSEE is specifically forced to the constitution of guarantees required by law,
and the timely submission of the purchase invoice and the corresponding customs
declaration in conformity with the effective legal dispositions and to the
opportune payment of the customs taxes (among others import rights, taxes and
other applicable obligations to the leased goods) and in general to the
execution of all customs and fiscal duties, within the terms and under the legal
conditions. If because of legal reasons, the authorities mandate requirements or
official liquidations or require payment of any custom or fiscal obligation
directly to THE LESSOR in its condition as the owner, THE LESSEE agrees to an
obligation to assume the costs and expenses directly including lawyers fees, if
such is the case, corresponding to responding to requirements from the
administration, appeals against official liquidations and especially to
reimburse THE LESSOR the value of costs and expenses including, if such is the
case the import rights, taxes, fines and other obligations that the party has
had to pay in execution of all customs and fiscal duties.
FIRST PARAGRAPH
THE LESSEE acknowledges to be fully aware and acquainted with the Customs and
Fiscal Regime of Colombia, valid in the date on which this contract is
5
subscribed and legalized, and agrees to its execution within the terms and
conditions set by the law.
SECOND PARAGRAPH
THE LESSOR or a third party, that it may designate is authorized to pay the
value of all the customs and fiscal tariffs corresponding to importing the goods
when THE LESSEE does not comply with this obligation on his behalf. In all the
events THE LESSEE will notify and demonstrate payment of such tariffs to THE
LESSOR within the term of twenty-four (24) hours following payment of same ones.
The non fulfillment of this obligation will cause the application of sanctions
contained CLAUSE TWENTY FIFTH.
FIFTH: DISCHARGE OF RESPONSIBILITY AND COMPENSATION. THE LESSEE declares that it
has selected the leased equipment and correspondingly the manufacturing supplier
such. THE LESSOR will not respond for late delivery of the good for causes
attributable to supplier or manufacturer for any other cause or circumstance,
neither for any damage, defect, differs with the specifications or by mistake of
the manufacturer, or supplier or merchant in assembly or correct installation of
the equipment. If the manufacturer does not deliver the goods, THE LESSOR is
released of all responsibility and it will be reimbursed by THE LESSEE by the
direct expenses or indirectly incurred for the acquisition of the equipment or
as a consequence of this contract, including the price of the leased goods and
any losses, advances, taxes, rights, commissions, freight, transportation
expenses or any other type .of expenses paid.
SIXTH: SUBROGATION. THE LESSEE is subrogated THE LESSOR'S rights vis a vis the
manufacturer or supplier derived from the contract of sale and purchase of the
equipment, THE LESSEE being able to demand from the manufacturer or supplier
directly the compliance with the referred contract of purchase and sale or to
request the resolution of the same one, with indemnity of damages. In any event,
in case of resolution of the sale and purchase contract,
6
THE LESSEE will have to indemnify THE LESSOR, for all the expenses as stated in
the previous Clause.
SEVENTH: REPAIR IN CASE OF EVICTION. The parties herein agree that THE LESSEE
discharges THE LESSOR of the reparation of the goods leased, recognizing that it
is not responsible for the hidden inconveniences or expressed ones in operation,
yield or of any other type that affects this asset. THE LESSEE will reimburse
THE LESSOR as agreed in the Clause Twenty Fifth in case this contract is
terminated due to hidden inconveniences or operation, yield or any other type
that affects this asset. THE LESSEE will reimburse THE LESSOR in the form agreed
in the Clause Twenty Fifth in case this Contract is terminated due to
inconveniences of the leased goods. In the supposition that the manufacturer or
supplier substitutes the goods for others that don't have any defects, these
goods shall be part of this contract therefore, all reference to the leased
goods that is made in this Contract will be applied to the new goods given in
substitution for which THE LESSEE agrees to sign an addendum and to incorporate
this way the goods given in substitution to the legal regime of the relationship
obtained by means of this contract.
EIGHTH: In the event of any conflict between THE LESSEE and the manufacturer or
supplier in virtue of the previous clauses THE LESSEE shall continue THE LESSOR
the rent agreed upon in this contract while it is effective.
NINTH: PROTECTION TO THE PROPERTY. THE LESSEE agrees to the obligation to inform
third parties that the full and exclusive property of the goods object of this
Contract resides in THE LESSOR. In consequence, in all event of judicial or
administrative measures which may affect the right on the property of the good,
such as seizures, precautionary measures, seizure, retention or similar
circumstances or in the event of convocation or preventive concordat, bankruptcy
or taking possession of THE LESSEE'S goods. This party has an obligation to
submit this Contract as proof of being mere holder of the goods object of the
7
contract, and to notify THE LESSOR within the three (3) following days from to
the date on the occurrence of the circumstances so that this it adopts the
measures that it may consider appropriate. In any event, THE LESSEE is under an
obligation from now on to cover by its sole risk, all the expenses required to
defend the possession and exercise of the property on the goods for THE LESSOR,
without prejudice of the other obligations by means of this contract.
TENTH: TERM. THE LESSOR confers the mere holding of the goods object of this
contract to THE LESSEE during the term of TWELVE (12) years starting from the
date of the minute which certifies the operation of the equipment object of this
contract. The minute to be issued shall be made by THE LESSEE.
ELEVENTH: RENT. THE LESSEE agrees unconditionally and without the need to
receive any requirements to pay to THE LESSOR during the validity of this
contract a rent biannual payable per semester once it is due, during the twelve
(12) years of validity of the contract, amounts that will become due in the
first five days of each semester due being equal then to twenty four
installments (24) according to the following flow:
Total Amount of Installment Installment No.
0.00 0
127027.82 1
83766.82 2
81800.41 3
79834.00 4
77867.59 5
8
Total Amount of Installment Installment No.
75901.18 6
73934.77 7
71968.36 8
70001.95 9
68035.54 10
66069.13 11
64102.72 12
62136.31 13
60169.90 14
58203.50 15
56237.09 16
54270.68 17
52304.27 18
50337.86 19
48371.45 20
10743.04 21
10354.67 22
9966.31 23
9
Total Amount of Installment Installment No.
9577.94 24
FIRST PARAGRAPH
The rental payments of this contract of LEASING shall start being paid on behalf
of THE LESSEE six months after having submitted the last declaration of import
of equipment.
SECOND PARAGRAPH
This amount will be readjusted proportionally, if at arrival to the national
territory its CIF cost (cost of merchandise plus insurance and freight)
increases or diminishes in connection with the cost CIF cost originally budgeted
which serves as the base for the determination of the initial rent. In this case
the variation will be made applying the applicable factor at the cost finally
budgeted times the real CIF cost of the merchandise. Also, the rent will be
adjusted biannually according to the percentile variation suffered by the
preferential interest rate of the London market (Libor) between the first and
the last business day of each quarter immediately previous to that for which the
readjustment is made. THE LESSEE is forced to verify that previous acquisition
of the corresponding foreign currencies in the Colombian exchange market with
full compliance of legal requirements, shall pay the amounts owed in every term,
and this shall be confirmed in writing, by telegram, telefax, letter or fax on
the day rent payment is due as agreed in the lease.
TWELFTH: LATE PAYMENTS. In the event of delay by THE LESSEE in payment of the
sums of money he owes by virtue of this contract, THE LESSEE shall pay to THE
LESSOR, without the need of receiving a requirement on that respect a late
payment interest, similar to the rate Libor plus (4%) annual
10
calculated from the due date until the date when THE LESSEE has credited payment
THE LESSOR'S bank account. In case that there are two or more rental payments
delayed, THE LESSEE shall pay THE LESSOR the sum indicated here corresponding to
each of these periodic rental payments. Payment of this fine does not terminate
the main duty of THE LESSEE'S since such fine is due for late payment and it
does not alter THE LESSOR'S right of alleging the noncompliance of the contract
neither the application of the sanctions agreed upon Clause Twenty Fifth.
FIRST PARAGRAPH
Tolerance of THE LESSOR in receiving delayed rental payments does not imply an
extension of agreed terms for compliance of duties by THE LESSEE under this
Contract.
SECOND PARAGRAPH
The lease rent cannot be decreased based in the argument of deterioration or
obsolescence of the equipment, events which are assumed by THE LESSEE without
decreasing its obligations vis a vis THE LESSOR.
THIRD PARAGRAPH
The obligation of paying rentals on behalf THE LESSEE will not terminate by the
fact of ceasing temporary or definitively operation of the leased equipment or
due to repair, transference, transformation, strike or a catastrophe at the
corporation, and in general for any non attributable cause to THE LESSOR.
FOURTH PARAGRAPH
To support the obligation of paying the rent THE LESSEE shall granted in favor
of THE LESSOR the guarantees it may demand.
11
FIFTH PARAGRAPH
THE LESSEE resigns the formalities of receiving a requirement expressly to fall
in a late payment in the event of delay or non compliance of the obligations
agreed upon in this contract and accepts from now on as full proof of any
nonfulfillment the communication addressed to this party by THE LESSOR or to the
application filed vis a vis the competent authority to obtain its rights.
THIRTEENTH: AMENDMENTS TO THE CONTRACT. THE LESSEE accepts from now on the
dispositions made by THE LESSOR on the quarter installments or the purchase
option, fines, sanctions and any other values with respect to the contract in
compliance with the legal regulations at the time of agreeing upon the
amendment.
FOURTEENTH: GUARANTEES. THE LESSEE has an obligation to maintain the goods
object of this contract against all risks, and during the term of the contract
with an insurance company accepted previously by THE LESSOR, up to an amount
equivalent to its commercial value settling as beneficiary of the insurance THE
LESSOR. Likewise, THE LESSEE will insure the equipment against civil
responsibility for damages that its operation may physically cause to third
parties and their properties for an amount which cannot be less than the value
recommended for this type of equipment. It is understood that THE LESSEE is and
will continue being the only one responsible vis a vis third parties for damages
the equipment may cause. THE LESSEE has an obligation to pay insurance
installments within a term of ten (10) days after the date of such insurance
contracts or the date on which they are renewed.
FIRST PARAGRAPH
THE LESSEE authorizes THE LESSOR without implying an obligation or
responsibility for himself, so that THE LESSEE hires insurance or renewals on
her account and risk, and or pays the respective insurance premiums with the
12
purpose of maintaining effective policies protecting the equipment. In the case
that THE LESSOR pays on behalf of THE LESSEE the insurance policies, THE LESSEE
has the obligation to pay THE LESSOR within a term of two (2) following days
from receipt of the collection xxxx the amount of money paid on his account. The
non compliance to any of the obligations assumed under this CLAUSE will be a
cause so that THE LESSOR can terminate this Contract with the consequences
contained in Clause Twenty Sixth.
SECOND PARAGRAPH
Any total or partial disaster shall not suspend neither it will interrupt nor
change expiration of terms.
FIFTEENTH: RESPONSIBILITY OF THE LESSEE. THE LESSEE is responsible for any
deterioration of the equipment and or any losses, whichever may be the cause,
even when this cause comes from force majeur or chance. In any event of
deterioration or losses, THE LESSEE shall immediately notify THE LESSOR and at
its option may use one the three following possibilities :
1. To authorize THE LESSEE so that at its own risk recovers the equipment and
has it under good operating conditions at the opinion of THE LESSOR, within the
term he indicates. It is understood that the repairs can be made only by the
manufacturer of the equipment of its representative in the country, unless THE
LESSOR under special circumstances authorizes the repair work in writing under
other conditions. The spare parts shall be technically appropriate and for no
reason its adaptation shall mean an original change of the leased equipment.
2. To accept that that THE LESSEE on her own account replaces the equipment
within the term indicated by THE LESSOR for another for another under similar
presentation conditions, maintaining his initial operation at his satisfaction.
The same equipment in any event, shall immediately be subject to this lease
contract.
13
3. To demand THE LESSEE to pay THE LESSOR the resulting amount of multiplying
the value of the rent times the number of rentals to be paid from the time when
the damage or loss occurred until the expiration of the contract.
SIXTEENTH: CONSERVATION AND MAINTENANCE. The equipment shall only be used by
THE LESSEE and personnel at its service, which agrees on her own account and
risk to cover the expenses required for conservation of the goods object of this
contract to maintain them in perfect shape, except for the normal deterioration
for its appropriate use. The equipment shall be used according to the purpose
for which it is intended with the proper care and diligence required for its
normal conservation and good operation. The normal use of the equipment shall
be the one established by the supplier or manufacturer and THE LESSEE agrees to
subscribe with such manufacturer or supplier or with the person authorized by
this party the Contracts for maintenance that contributes to the conservation
and good operation of the equipment. Additionally THE LESSEE agrees to fulfill
all the laws, conventions, ordinances, resolutions, regulations or any other
disposition which regulates or which may be related to the use and maintenance
of the equipment, may they be regulations at national, international, municipal
or that they have been approved by the country in whose territory the equipment
is located.
SEVENTEENTH: RIGHT OF INSPECTION. THE LESSOR reserves the right to inspect the
equipment at any time, to check if operating conditions and maintenance of the
equipment are satisfactory. To achieve this purpose and without implying any
obligation for THE LESSOR, he is free to visit THE LESSEE'S facilities or the
place where the equipment is located and can recommend in writing that the
proper and required measures are taken if he considers these are necessary and
convenient to maintain it in good operation state, which shall be accepted by
THE LESSEE immediately. In case THE LESSEE doesn't adopt the measures required
by THE LESSOR, IT MAY DECIDE TO terminate this CONTRACT and it will be entitled
to demand, in addition to the
14
immediate return of the equipment, the compensation contained in Clause Twenty
Fifth. In any event, THE LESSOR will not be responsible for any cost, expense or
loss of revenues corresponding to inspection visits or compliance of his
recommendations, unless the leased equipment suffers damage attributable
directly to the person making the visit on behalf of THE LESSOR.
EIGHTEENTH: CESSION OF THE CONTRACT AND SUBLEASE OF EQUIPMENTS ON BEHALF OF THE
LESSEE. Unless expressed there is a previous and written authorization issued
by THE LESSOR, THE LESSEE cannot grant the equipment in a sublease agreement not
deliver it to third parties for its exploitation under any contractual means,
neither to give this way contract under any circumstance, even in the case of
existing such authorization, THE LESSEE will continue being fully responsible
with the grantee or sub-LESSEE vis a vis THE LESSOR.
NINETEENTH: Cession of the Contract on behalf of THE LESSOR: The rights
derived from this contract may be assigned fully or partly by THE LESSOR or
deliver them as a guarantee for credits. THE LESSEE accepts from now on cession
and or pledge once the party has received an extra-judicial notice of such
cession or pledge.
TWENTIETH: RIGHT OF RETENTION. THE LESSEE expressly resigns to the right of
retention at any title or for any cause it could have on the equipment.
TWENTY FIRST: ANTICIPATED PAYMENT. Any advanced payment, deposit of option or
extraordinary payment that THE LESSOR made before the date on which the contract
was signed shall be on behalf of THE LESSEE and it shall generate interests at
the Libor rate of the week, plus two (2) points due month.
15
TWENTY SECOND: LICENSE AND OPERATION PERMITS. THE LESSEE agrees to the
obligation to obtain all permits and licenses required by the Colombian law for
the operation of the goods object of this contract.
TWENTY THIRD: TAXES AND FINES. All taxes which are a burden to the goods
object of this contract, as well as fines to be imposed as a result of its
irregular or illegal operation, will be paid exclusively by THE LESSEE. If new
taxes are imposed which are a burden or increased the tributary burden that THE
LESSOR has in connection with this contract increase, THE LESSEE agrees on the
obligation from now on to assume such higher taxes exclusively paying on behalf
of THE LESSOR.
TWENTY FOURTH: LOCATION OF THE GOODS. The goods object of this contract will
remain inside the territory of the Republic of Colombia. THE LESSEE agrees on
the obligation to notify THE LESSOR in writing within the three following days
after changing its location reporting the new location of the goods.
TWENTY FIFTH: TERMINATION. This contract shall terminate for the following
causes:
25.1. By mutual agreement by the parties;
25.2. Due to expiration of the term agreed.
25.3. Due to a unilateral decision made by THE LESSOR at any time before
expiration of the term, without the need of having a judicial declaration and
also demanding from THE LESSEE to return the team in any event of non
fulfillment of this contract and especially in the following ones:
16
a) Due to late payment or non payment of the rent and custom tariffs in a term
or more.
b) Due to non proper use of the leased equipment which denaturalizes its
original function or which can cause in the opinion of THE LESSOR deterioration
different to the normal according to its technique and use.
c) For omission of warnings which should send to THE LESSOR in the case of
damage or destruction of the leased equipment.
d) For ignoring THE LESSOR'S instructions on approach and opportunity for
repairs required by leased equipment during this contract by cause.
e) The fact of trying to burden with any kinds of burdens or guarantees the
leased equipment and in any event, when it is affected by legal or preventive
actions, in case of proceedings which do not pertain to THE LESSOR.
f) In case of sub-leasing or delivering the equipment to third parties for
exploitation under any contractual modality or to transfer this contract without
THE LESSOR'S expressed, previous and written authorization.
g) For not protecting the goods object of this contract through insurance
corporations as per the terms agreed upon in this contract.
25.4. For any other causes stated in applicable laws to this contract.
25.5. For bankruptcy, preventive concordat, or taking of possession of goods
belonging to THE LESSEE or for been accused in a legal suit by third parties
judicially, involving the goods object of this contract. In these events THE
17
LESSOR may charge the pending rents except that THE LESSEE creditors propose his
substitution granting guarantees at satisfaction of THE LESSOR.
25.6. In case of loss or damage of the equipment which may affect its normal
operation and
25.7. In case of dissolution and liquidation of THE LESSEE.
TWENTY SIXTH: SANCTION FOR NONFULFILMENT. When THE LESSOR is forced to
terminate this contract according to the previous Clause, THE LESSEE shall pay
THE LESSOR as a sanction for non fulfillment, in addition to the amounts due as
stated in Clause Eleventh, an amount equivalent to rental payments agreed upon,
which have not been covered, and have not been caused. Payment of fine, does
not extinguish the obligation of returning the equipment, neither THE LESSOR,
will lose the right of demanding the Compensation for damages which have been
caused by THE LESSEE'S non fulfillment.
TWENTY SEVENTH: REFUND OF THE EQUIPMENT. At termination of the contract due to
a cause different to the expiration of the term, the equipment shall be returned
to THE LESSOR in the same state of good operation in which THE LESSEE received
it except for the derived natural deterioration of common good use. Refund of
the equipment shall be made by THE LESSEE during the five (5) following days to
termination, otherwise, it will incur in a daily fine in favor of THE LESSOR.
Payment of this fine does not extinguish the duty of returning the leased
equipment. The refund will be made in the place that THE LESSOR designates and
THE LESSEE shall pay for the expenses this refund causes including those
corresponding to removal, transportation and installation.
18
TWENTY EIGHTH: OPTION OF ACQUISITION. Subject to the term of this contract and
to the condition that it has been completely fulfilled for THE LESSEE, THE
LESSOR grants THE LESSEE the option of acquiring once this contract terminates
the property of the goods object of this contract, option accepted by THE LESSEE
committing to exercise, under the following stipulations:
1. Price US $9,332.11
2. Payment Term: Payable at the end of the lease term: Twelve years.
TWENTY NINTH: INTERPRETATION. This contract is governed for interpretation as
follows:
1. As per the clauses of this contract.
2. As per the laws of the United States of America that regulate the financial
lease contract. However, with respect to recovery of leased goods the Colombian
legislation shall be applied.
3. In case of lacking a special regulation on the subject the laws agreed upon
at the UNIDROIT Convention shall apply on International Leasing. These were
approved in Ottawa, Canada on May 26, 1988, by virtue of Article 7 of the
Commerce Code of Colombia.
THIRTIETH: ARBITRATION. All disagreements derived from contract will be
resolved definitively by an Arbitration Tribunal constituted by three (3)
arbitrators one appointed by each one of the parties and another by the
International Chamber of Commerce, National Committee of Colombia - New York.
This decision will be made according to the law. The place of the arbitration
will be
00
Xxxxxxx xx Xxxxxx, X.X. The official language to be used during the arbitration
proceeding will be Spanish. The process to appoint the arbitrator as well as the
development of the arbitration will be governed by the regulation on
conciliation and arbitration of the International Chamber of Commerce.
THIRTY FIRST: ACTIONS AND PROCEDURES. The original copy of this contract
serves for executive merit with respect to the clear duties agreed upon therein,
when these become accrued according to the contract and the Colombian
legislation.
The first copy will serve as base for the effects of the registration in the
case that, given the nature and legal regime of the goods object of this
contract requires.
The second copy of this contract serves to demand the actions by THE LESSOR to
recover the possession of the goods object of the contract.
THIRTY SECOND: NOTICES. Any notices or communications which should be made to
THE LESSOR, according to this Contract, can be given or to be made though
registered mail to X.X. Xxx Xx. 0000 in Palmira or to any other addresses that
the party may indicate. On the other hand, any notice or notification that
should be made according to this Contract or to be given TO THE LESSEE can be
made sending it by registered to the following address Xxxxx 00 Xx. 00-00
Xxxxxxx, Xxxxx del Cauca.
20
In consequence this contract is subscribed and legalized in Cali, on September
1, 1998.
GLOBAL TELECOMMUNICATIONS OPERATIONS INC.
THE LESSOR
/S/ Xxxxxx Xxxxxx Xxxxxxxxx
---------------------------
XXXXXX XXXXXX XXXXXXXXX
x.x. 80.409.281 of Usaquen
Special manager
TELEPALMIRA S.A. E.S.P.
THE LESSEE
/S/ Xxxxx Xxxxxxx Xxxxxxxx Xxxxxx
---------------------------------
Xxxxx Xxxxxxx Xxxxxxxx Xxxxxx
X.X. Not. 7.506.436 of Armenian
Representative Legal Substitute
21
