EXHIBIT 10.5
INTERNATIONAL LEASING CONTRACT
BETWEEN GLOBAL TELECOMMUNICATIONS OPERATIONS INC. AND
PALMIRA TELEPHONE COMPANY S.A. PUBLIC
SERVICES CORPORATION - TELEPALMIRA S.A. E.S.P.
The undersigned, ▇▇▇▇▇▇▇ ▇▇▇▇▇ VESGA, of legal age, resident of Santafe de
Bogota, D.C., whose identity is established as it appears beneath her signature,
who acts as special attorney to the corporation GLOBAL TELECOMMUNICATIONS
OPERATIONS INC., corporation whose head office is located at the address: ▇▇▇▇▇
▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇, established under the prevailing laws of the British
Virgin Islands, United Kingdom, by virtue of registration number 170407, as
defined by the decree concerning international business firms, and that shall
hereinafter be referred to as THE LESSOR on the one hand and ▇▇▇▇ ▇▇▇▇▇▇▇▇
▇▇▇▇▇▇▇ ▇▇▇▇▇, of legal age, resident of Palmira, whose identity is established
as it appears beneath his signiture, who acts in the capacity of General Manager
and legal representative of THE PALMIRA TELEPHONE COMPANY S.A. PUBLIC SERVICES
CORPORATION - TELEPALMIRA S.A. E.S.P., commercial firm established in accordance
with public document number 1,468, conferred on May 31 of 1995, in the first
notary public of Palmira, located in the city of ▇▇▇▇▇▇▇, state of the ▇▇▇▇▇ del
Cauca, Republic of Colombia, bearing the NIT number 815.000.070-2, conditions
credited by the Certificate
of Existence and Representation, issued by the Chamber of Commerce of Palmira,
attached to this contract, and that shall hereinafter be referred to as THE
LESSEE on the other hand, have made this International Leasing Contract, upon
the following terms:------------------------------------------------------------
FIRST. ANTECEDENTS.- for the purposes of this Contract, THE LESSEE, in order to
attain the profitable use of the goods described henceforth, prior deliberation
and study, has selected the goods referred to herein, including each and all of
its characteristics, specifications, and SIEMENS AKTIENGESELLSCHAFT, of German
nationality, as supplier of said goods.-----------------------------------------
SECOND. In fact, as provided in the previous postulate the parties acknowledge
that THE LESSEE has solicited THE LESSOR to take possession of the goods
referred to herein, to surrender its just possession to THE LESSEE, whereupon
the goods described herein shall be exploited economically in Colombia.---------
THIRD. PROPERTY. THE LESSOR declares that it is owner of the following goods,
whose customs status is: "85. 17. 30. 20. 00 Electric telephone devices with
lines, Telephone exchange for twenty four thousand four hundred sixty eight
(24,468) lines whose basic components constitute a functional unit according to
the terms provided for in Note 4 - Section XVI of the customs duty" and whose
principal function is carried out by an automated device of telephone
commutation, whose detailed description is attached to this contract.-----------
FOURTH. PURPOSE. By virtue of this Contact THE LESSOR, who has attained outside
the Republic of Colombia the ownership of the goods in the course of the
request conferred by THE LESSEE as pursuant to the previous clause, gives THE
LESSEE possession of the goods referred to herein, which he states having
received in a satisfactory manner for the purposes of leasing.------------------
PARAGRAPH For legal purposes the parties state that any machinery or part that
is used as accessory to the leased equipment or that in the future is added or
attached is understood in this contract.----------------------------------------
FOURTH. IMPORTATION. The goods referred to herein have been acquired by the
LESSOR in the Federal Republic of Germany, and shall be imported by THE LESSEE
to the Republic of Colombia, thereby obliging the aforementioned party to comply
irrevocably with the laws and regulations that apply to the importation of goods
to Colombia.--------------------------------------------------------------------
In particular, THE LESSEE is expressly directed to comply with the
constitutional safeguards required by law, with the prompt presentation of the
purchase invoice and the pertaining customs declaration, in accordance with the
prevailing legal statutes and the timely payment of customs duties (among others
the import duty, taxes and any other encumbrances applicable to the leased
goods) and in general to comply with any customs and fiscal obligations in
accordance with the terms of the contract and legal provisions.-----------------
If for legal reasons, the authorities should issue official requirements or
liquidation or should demand compliance with any customs or fiscal obligation
against THE LESSOR as owner, THE LESSEE shall be obliged to assume the costs and
charges incurred including attorney fees if applicable, steps taken to respond
to requests, resources to
cover liquidation and in particular, to reimburse the LESSOR for the costs and
charges incurred including, if necessary, import duties, taxes, fines and other
encumbrances that the aforementioned party has had to pay in compliance with
customs and fiscal regulations.-------------------------------------------------
FIRST PARAGRAPH. THE LESSEE declares its full knowledge of the prevailing
Colombian fiscal and customs regulations on the date this contract was made and
ratified and is obliged to comply with them according to the terms and the
conditions established by the law.----------------------------------------------
SECOND PARAGRAPH. THE LESSOR or a third party that the aforementioned party
designates, shall be authorized to pay the customs and fiscal duties with
respect to the leasing fees if THE LESSEE does not comply with this provision
within fifteen (15) days prior to the payment of the corresponding fee.---------
In any event, THE LESSEE shall make known and demonstrate the payment of the
taxes to THE LESSOR, within twenty four (24) hours after the payment of said
taxes.---If this provision is not complied with, those sanctions stipulated in
the Twenty seventh Clause shall be applied.-------------------------------------
SIXTH. EXONERATION OF RESPONSIBILITY AND INDEMNITY. THE LESSEE declares having
selected the leased equipment and the supplier or manufacturer of above-
mentioned equipment and therefore THE LESSOR shall not be responsible for late
delivery of the goods due to causes attributable to the supplier or manufacturer
or due to any other cause or circumstance, nor for any damages, defects,
deviations from established specifications or due to any error on the part of
the manufacturer or supplier
or seller in the assemblage or proper installation of the equipment.------------
In the event that the manufacturer fails to deliver the goods, THE LESSOR shall
be availed of any responsibility and THE LESSEE shall compensate for the
expenses directly or indirectly incurred in the acquisition of the equipment or
as a consequence of this contract, including the price of the leased goods and
any other losses, advance payments, taxes, duties, commissions, freight charges,
transportation expenses, or any other incumbencies.-----------------------------
SEVENTH. SUBROGATION THE LESSEE shall surrogate the rights of the LESSOR,
pertaining to the manufacturer or supplier of the contract of sale of the
equipment, if THE LESSEE should by direct request bid said manufacturer or
supplier to comply with the contract of sale referred to herein or require the
completion of said contract, with compensation for damages and losses.----------
In any case, at the time of completion of the contract of sale, THE LESSEE shall
indemnify THE LESSOR, for all expenses pursuant to the preceding clause.--------
EIGHTH. INSURANCE. The Parties agree that THE LESSEE expressly exonerates
THE LESSOR from insuring the leased goods, as the aforementioned party shall not
be held responsible for occult or manifest defects in operation, production
output or any other defects that affect said goods.-----------------------------
THE LESSEE shall indemnify THE LESSOR in accordance with the twenty-seventh
clause, if this contract is terminated due to defects in the leased goods.------
On the assumption that the manufacturer or supplier substitutes the goods for
others free of defects, said goods shall be included in this contract, such that
any reference to
the leased goods made in this contract shall be applied to the new goods that
are substituted, to which end THE LESSEE shall sign an addendum and in this
manner incorporate the substituted goods into the legal regulations of the
relationship that this contract formalizes.-------------------------------------
NINTH. In the event of any conflict between THE LESSEE and the manufacturer or
supplier pursuant to the reasons established in the previous clauses, THE LESSEE
shall continue paying THE LESSOR the fees stipulated herein as long as the said
contract is applicable.---------------------------------------------------------
TENTH. RIGHT OF HABEAS CORPUS. PROPERTY. THE LESSEE agrees to make known to
third parties that the entire and exclusive ownership of the goods referred to
herein lies with THE LESSOR. It shall follow that in the event that legal or
administrative steps are necessary that affect the act of ownership of the
goods, such as embargoes, precautionary measures, seizure, withholding or
similar circumstances or in the event of a summons of creditors, declaration of
bankruptcy, or repossession of the goods pertaining to THE LESSEE, the above
mentioned party shall present this contract as proof of tenure of the goods
referred to herein and shall notify THE LESSOR within three (3) days after the
date of the occurrences so that the above-mentioned party may adopt measures in
accordance with the circumstances. In any case THE LESSEE from this time forward
shall at his own risk cover all costs that require the defense of possession and
tenure of the goods by THE LESSOR, without impairing the compliance with all
other duties stipulated in this contract.---------------------
ELEVENTH. SPECIFIED TIME PERIOD. THE LESSOR grants possession of the
goods referred to herein to THE LESSEE for the duration of twelve (12) years,
counted down beginning on the date of the event that certifies the functioning
of the equipment referred to herein. The act will be drawn up by THE LESSEE.
----------
TWELFTH. RENT. THE LESSEE is hereby directed irrevocably and without the
benefit of summons to pay THE LESSOR as long as this contract remain valid a
pre-determined rent in the following manner: A) The sum of ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ DOLLARS (US$1,945,000.00) upon
presentation of the last declaration of importation of the equipment; B) 20
biannual installments of a total of FIVE HUNDRED AND SEVENTY THOUSAND UNITED
STATES DOLLARS (US$570,000.00) for a period of 10 years; and C) Four biannual
installments for a total of ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇
DOLLARS (US$285,000.00) each, for a period of two years once the payment of the
twenty installments cited in the above-mentioned provision has been completed,
payments that shall be demanded the first five (5) days of each payable
semester.-----------------------------------------------------------------------
FIRST PARAGRAPH: In the event that several declarations of importation exist,
for the payment of the aforementioned installments of this leasing contract, the
date of presentation of the last declaration shall be used.---------------------
SECOND PARAGRAPH: This sum shall be readjusted proportionately, if upon arrival
of the imported goods to national territory its CIF cost (including the cost of
merchandise, insurance and freight) increases or decreases in relation to the
CIF cost initially budgeted and which serves as the basis for determination of
the initial rate. In
this case the variation shall be applied to the corresponding factor of the cost
originally budgeted as the initial CIF cost of the merchandise. Also, the rate
shall be adjusted biannually in accordance with the percentage variation
sustained by the London inter-bank offered rate (Libor) between the first and
last calendar days of each quarter immediately prior to that for which the
readjustment is made.-----------------------------------------------------------
THE LESSEE agrees to verify the prior acquisition of the corresponding foreign
exchange in the Colombian exchange market complying with all legal regulations
thereof, the ▇▇▇▇ of exchange of the sums owed in each period shall be confirmed
in writing, by telegram, telefax, letter or fax, at the latest the day payment
is due for each pre-determined leasing fee.-------------------------------------
THIRTEENTH. DELAY. In the event of delay on the part of THE LESSEE in the
payment of the sums of money stipulated in this contract, the above-mentioned
party agrees to pay the LESSOR, without benefit of summons, in accordance with
the interest moratorium, the same interest rate as the Libor dictates plus two
(2%) annual percentage rate, calculated beginning from the expiration date of
the value that is in default, until the date in which THE LESSEE has credited
the payment to the LESSOR'S bank account.---------------------------------------
In the event that there exist two or more periodic fees in default, THE LESSEE
will pay THE LESSOR the sum here indicated for each of the said periodic fees.
The payment of this penalty shall not waive the principal obligation of THE
LESSEE, as said penalty is stipulated in accordance with the sole delay or
default and does not alter the right of
THE LESSOR to claim the breach of contract nor the application of sanctions
pursuant to the twenty-seventh clause.------------------------------------------
FIRST PARAGRAPH. The tolerance of THE LESSOR in receiving delayed payment on
fees shall not imply postponement of the stipulated time period for the
fulfillment of the obligations of THE LESSEE as provided herein.----------------
SECOND PARAGRAPH. The leasing fees shall not decrease due to claimed wear or
obsolescence of the equipment, circumstances these that THE LESSEE assumes
without waiving her obligations before THE LESSOR.------------------------------
THIRD PARAGRAPH. The obligation to pay the fees on the part of THE LESSEE shall
not terminate due to the temporal or definitive cessation of operation of the
leased equipment or due to reparation, move, transformation, strike, loss on the
part of the company or in general as the result of any cause not attributed to
THE LESSOR.--------
FOURTH PARAGRAPH. To back the payment of the fees THE LESSEE agrees to present
to THE LESSOR the warranties required by the said party.------------------------
FIFTH PARAGRAPH. THE LESSEE expressly waives benefit of formal notification that
establishes her default in the event of delay or non-compliance with the agreed
upon obligations referred to herein and accepts from this time forward as full
proof of any non-compliance, the report addressed to her by THE LESSOR or the
claim by said party presented to the corresponding authority to make effective
his rights.-----------------
FOURTEENTH. AMENDMENTS TO THE CONTRACT. THE LESSEE from this time forward
accepts the modifications THE LESSOR provides pertaining to the quarterly
installments or to the purchase option, fines, penalties and other fees referred
to herein
in accordance with the prevailing legal regulations at the time of arrangement
of modification.----------------------------------------------------
FIFTEENTH. GUARANTEES. THE LESSEE agrees to insure against any risk and during
the period of this contract with an insurance company previously accepted by THE
LESSOR the leased equipment, up to a sum equivalent to the market value
therefore establishing as beneficiary THE LESSOR.-------------------------------
For the same reason, THE LESSEE agrees to insure the equipment against civil
liability for physical harm and damage to property that its operation may
occasion to third parties for a sum no less than the amount recommended for this
type of equipment. It shall be understood that THE LESSEE is and shall continue
to be the sole liable party for the said third parties for the harm and damages
the equipment may cause. THE LESSEE agrees to pay the premiums required within
ten (10) days after the date on which the insurance contracts are signed or upon
its renewal.------------------
FIRST PARAGRAPH. THE LESSEE authorizes THE LESSOR, who is hereby availed of any
responsibility or obligation in this matter, to at the expense of THE LESSEE
negotiate the insurance plans or renewals and/or pay the corresponding insurance
premiums for the purpose of maintaining the validity of the policies that
protect the equipment.----------------------------------------------------------
In the event that THE LESSOR pays on behalf of THE LESSEE the insurance
premiums, THE LESSEE agrees to pay THE LESSOR, within two days after receiving
the ▇▇▇▇ of payment, the amount of money paid at her sole expense. The non-
compliance with any stipulation included in this clause shall constitute just
cause for
THE LESSOR to terminate this contract with the consequences provided for in the
Twenty-sixth Clause.----------------------------------------------------------
SECOND PARAGRAPH. Any loss, total or partial, shall not suspend nor interrupt
the leasing nor shall it alter the specified time period.-----------------------
SIXTEENTH. OBLIGATIONS OF THE LESSEE. THE LESSEE agrees to be responsible for
any wear sustained by the equipment or its loss, whatever the cause may be, even
if said cause arises from force majeure or by chance. In the event of wear or
loss THE LESSEE agrees to immediately notify THE LESSOR, and the said party
shall adopt one of the following three provisions:
1. Authorize THE LESSEE to by his sole means recuperate the equipment or
restore it to satisfactory working condition according to the criteria of THE
LESSOR, in accordance with the terms the above-mentioned party stipulates. It
shall be understood that the repairs may only be carried out by the
manufacturers of the equipment or by their representatives in the country with
the exception that THE LESSOR under special circumstances authorizes the repairs
in writing to be carried out under different conditions. The spare parts shall
be technically adequate and by no means may their acquisition signify an
original change in the leased equipment.---------------------------------
2. Accept that THE LESSEE at his own expense replaces the equipment under the
terms THE LESSOR indicates, for another presentation of similar conditions,
maintaining its original functions to the satisfaction of the above-mentioned
party. The new equipment in any case shall immediately be subject to this new
leasing contract.---
3. Demand that THE LESSEE pay the LESSOR, in the amount of the fee multiplied
by the number of fees to be charged from the moment the damage or loss occurs
until the termination of the contract.------------------------------------------
SEVENTEENTH. UPKEEP AND MAINTENANCE. The equipment shall solely be used by THE
LESSEE and the personnel in his service, who agrees to solely and at his own
risk, assume all expenses pertaining to the upkeep and maintenance of the goods
referred to herein to maintain them in perfect condition, except with respect to
normal wear as a result of the appropriate use of the aforementioned goods.-----
The equipment shall be used in accordance with the purposes inherent therein,
with all the caution and diligence required for standard maintenance and proper
performance of the equipment. The standards for use of the equipment shall be
established by the supplier or manufacturer and THE LESSEE agrees to sign with
said manufacturer or supplier or with the person authorized by said person, the
contracts of maintenance that ensure the upkeep and proper working order of the
equipment.--------------------------
Additionally, THE LESSEE agrees to comply with all laws, conventions, decrees,
resolutions, regulations, or any other provision that governs or in any way is
related to the use and maintenance of the equipment, whether of international,
national, or municipal character or issued by the country in whose territory the
equipment is located.-----------------------------------------------------------
EIGHTEENTH. RIGHT OF INSPECTION. THE LESSOR reserves the right to inspect the
equipment at any time, to ensure the satisfactory operation and maintenance of
the said goods. To this end and without any implied obligation on the part of
THE LESSOR, said party may carry out the inspections he deem necessary at the
LESSEE's
plants or at the place where the equipment is located and recommend in written
form the measures he sees fit and convenient to take in order to maintain the
equipment in proper working order, which shall be attended to by THE LESSEE
promptly.-----------------------------------------------------------------------
In the event that THE LESSEE fails to adopt the measures requested by THE
LESSOR, said party may declare this contract null and void and shall have the
right to demand, along with the immediate return of the equipment, the indemnity
pursuant to the twenty-seventh clause.------------------------------------------
THE LESSOR shall avail himself of responsibility for any cost, expense, or
losses attributable to the inspections or the fulfillment of her recommendations
excepting if the leased equipment sustains damage directly attributable to the
person who carries out the inspection at the expense of THE LESSOR.-------------
NINETEENTH. CESSION AND SUBLEASING OF EQUIPMENT. Excepting express prior and
written authorization by THE LESSOR, THE LESSEE agrees not to sublease the
equipment nor give it to third parties for its exploitation under any
contractual agreement, nor cede this contract in any way; even in the event of
said authorization THE LESSEE shall continue to be the sole responsible party in
connection with the concessionaire or substitute in dealing with THE LESSOR.----
TWENTIETH. CESSION OF CONTRACT. The rights of this contract herein may be
ceded in full or in part by THE LESSOR and/or granted in the form of credit
warranty. THE LESSEE expressly agrees to the cession and/or pledging of the
contract therefore thus agreeing to fulfill the obligations under the cession
and/or pledging terms upon
receipt of extrajudicial notification of said cessation or pledging.------------
TWENTY FIRST. THE RIGHT TO LIEN. THE LESSEE hereby waives the right to lien that
due to any title or cause may have over the equipment.--------------------------
TWENTY SECOND. ADVANCE PAYMENT. Any advance, deposit option, or extraordinary
expenditure that THE LESSOR carries out before the date this contract takes
effect shall be the responsibility of THE LESSEE shall add to the interest at
the Libor rate of the week plus two (2%) points per month.----------------------
TWENTY THIRD. LICENSES AND PERMITS OF OPERATION. THE LESSEE agrees to obtain all
permits and licenses required by Colombian law for the operation of the goods
referred to herein.-------------------------------------------------------------
TWENTY FOURTH. TAXES AND PENALTIES. All taxes that encumber the goods referred
to herein, as well as any penalties imposed as a result of irregular or illegal
operation of the goods, shall be the sole responsibility of THE LESSEE.---------
In the event that new taxes are established that encumber or increase the
current tax burden that THE LESSOR bears in accordance with this contract, THE
LESSEE agrees to solely assume these additional taxes, paying them on the
LESSOR's behalf.-
TWENTY FIFTH. LOCATION OF THE GOODS. The goods referred to herein shall remain
within the territory of the Republic of Colombia. THE LESSEE agrees to notify
THE LESSOR in written form within three (3) days after change of location and
notify as to the new location of said goods.----------------------------------
TWENTY SIXTH. TERMINATION. This contract shall be declared null and void in
the event of the following causes:----------------------------------------------
1ST By the mutual consent of the two parties.----------------------------------
2ND Due to expiration of the specified time period.----------------------------
3RD By unilateral decision on the part of THE LESSOR taken at any time before
the expiration of the specified time period, with no need for judicial
declaration and also, requiring THE LESSEE to return the equipment in any event
of non-compliance with this contract and in particular with the following:------
- Due to delayed or untimely payment of leasing fees and customs taxes for one
or more periods.
- Due to unauthorized use of the leased equipment that deregulizes the original
purpose or that may cause, in accordance with the criteria of THE LESSOR wear
not inherent in its normal use.
- Due to failure to notify THE LESSOR pursuant to cases of damage or destruction
of the leased equipment.
- Failure to be aware of the instructions given by THE LESSOR pertaining to the
form and timeliness of repairs needed by the leased equipment for the duration
of this contract for any reason.
- Due to intent to encumber the leased equipment with any type of expenses or
warranties and in any case, when said equipment is affected by precautionary
legal measures as the result of abnormal occurrences according to the criteria
of THE LESSOR.
- Due to the subleasing or awarding of this contract to third parties for its
exploitation under any contractual agreement or cede this contract without the
express, prior and written authorization of THE LESSOR.
- Due to failure to insure the goods referred to herein with insurance companies
in accordance with the terms established in said contract.
4TH Due to all other causes provided for by law.
5TH Due to declaration of bankruptcy, petition for precautionary concordant by
THE LESSEE or for having been judicially sued by third parties and that involve
the goods referred to herein. In these events THE LESSOR shall collect the
wanting fees excepting that the creditors of THE LESSEE propose their
substitution with warranties to the satisfaction of THE LESSOR.-----------------
6TH Due to loss or damage of the equipment that affects its proper
functioning.---------
7TH Due to the dissolution or liquidation of THE LESSEE.-----------------------
TWENTY SEVENTH. SANCTIONS FOR NON-COMPLIANCE. If and when THE LESSOR declares
null and void this contract pursuant to the above clause, THE LESSEE agrees to
pay THE LESSOR as penalty in addition to the amount due for non-compliance,
pursuant to the thirteenth clause, a sum equivalent to the agreed leasing fees
that have not been covered and still have not been charged. The payment of this
penalty shall not imply the release from the obligation to return the equipment,
nor shall THE LESSOR waive his right to demand indemnity for the losses caused
by the non-compliance of THE LESSEE.--------------------------------------------
TWENTY EIGHTH. RETURN OF THE EQUIPMENT. At the termination of this contract
due to a cause other than expiration, the equipment shall be returned to THE
LESSOR in the same proper working condition as when received by THE LESSEE,
excepting natural wear arising from its proper use.-----------------------------
THE LESSEE shall return the equipment within five (5) days after the termination
date, under penalty of incurring a daily fine to be collected by THE LESSOR in
the amount stipulated herein. Payment of this fine shall not exclude the
obligation to return the leased equipment. The return of the equipment shall be
carried out at the location stipulated by THE LESSOR and the expenses incurred
as a result of said return including disassemblage, move and installation, shall
be at the expense of THE LESSEE.------------------------------------------------
TWENTY NINTH. ACQUISITION OPTION. Under the terms of this contract and on
condition that said contract has been dully fulfilled by THE LESSEE, THE LESSOR
grants THE LESSEE the irrevocable option at the time of ratification of this
contract the acquisition of the ownership of the goods referred to herein, under
the following stipulations: ----------------------------------------------------
1ST PRICE: ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ DOLLARS
(US$285,000.OO).---------------------------------------------------------------
2ND FORM OF PAYMENT: PAYABLE AT THE CONCLUSION OF THE LEASING CONTRACT (12
YEARS)--------------------------------------------------------------------------
THIRTIETH. INTERPRETATION. The interpretation of this contract is governed by
the following:-------------------------------------------------------------- 1.
By the clauses herein.------------------------------------------------------ 2.
By the laws of the United States of America regulated by the Financial Leasing
Contract. However, all things concerning the recuperation of leased goods shall
be governed by Colombian law.---------------------------------------------------
3. In the absence of a special norm that regulates the subject matter, the
provisions established by the UNIDROIT Convention concerning international
leasing adopted in Ottawa, Canada, May 26, 1988, by virtue of the principle
adopted in article 7 of the Commercial Code of the Republic of Colombia.-------
THIRTY FIRST. ARBITRATION. All disagreement that is derived from this contract
shall be definitively resolved by the Court of Arbitration comprised of three
(3) arbiters one named by each party and one by the International Chamber of
Commerce, National Committee of Colombia- New York. The findings shall be in law
and equity. The location of arbitration shall be in Santa Fe de Bogota. The
official language that shall be used during the arbitration process shall be
Spanish. The naming of the arbiters as well as the process of arbitration shall
be governed by the provisions adopted in the Regulations of Conciliation and
Arbitration of the International Chamber of Commerce.---------------------------
---------------------------------------------------------------------THIRTY
SECOND. ACTIONS AND PROCEEDINGS. The original of this contract is immediately
considered valid concerning the express and evident obligations confirmed
therein, when said obligations are called for, in accordance with said
obligations and Colombian law.--------------------------------------------------
--------------------------------------------
The first copy will be used for the purposes of the record in the event that,
given the nature and legal system of the goods referred to herein, be
required.-------------------------
The second copy of this contract shall be valid for the actions THE LESSOR
undertakes for the restitution of tenancy of the goods referred to herein.------
--------------- THIRTY THIRD. NOTIFICATION. Any notification or notice
directed to THE LESSOR, in accordance with this contract, may be sent via
registered mail addressed to said party to Post Office Box Number ____________
of__________ or any other address said party indicates.
On the other hand, any notice or notification that in accordance with this
contract is directed to THE LESSEE may be sent via registered mail to the
address: ▇▇▇▇▇ ▇▇ ▇▇. ▇▇ - ▇▇ of the city of ▇▇▇▇▇▇▇, Cauca Valley - Colombia.--
----------------------------------------
This contract is hereby made and
ratified, in the city of Palmira, the first (1) of August of nineteen ninety six
(1996).
GLOBAL TELECOMMUNICATIONS
OPERATIONS, INC.
______________________________
THE LESSOR
▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇
▇.▇. NO. 39.773.689 OF USAQUEN
SPECIAL ATTORNEY
TELEPALMIRA S.A. E.S.P.
___________________________
THE LESSEE
▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ MARIN.
C.C. NO. 10.074.88 OF ▇▇▇▇▇▇▇