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EXHIBIT 10.12
Lease Contract
signed between
Omnitrition de Mexico, S.A. de C.V. and
Telect de Mexico, S.A. de CV. with the assistance of
Telect, Inc.
January 25, 1999
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Lease Contract
signed between
Omnitrition de Mexico, S.A. de CV.
and
Telect de Mexico, S.A. de C.V.
with the assistance of
Telect, Inc.
January 25, 1999
Contents
Declarations:
I. The Lessor Declares.
II. The Lessee Declares.
III. The Guarantor Declares.
Clauses:
First. Subject Matter.
Second. Duration.
Third. Monthly Rent.
Fourth. Taxes. Receipts.
Fifth. Use of the Property and the Industrial Premises.
Sixth. Maintenance of the Property and of the Industrial Premises.
Seventh. Deposit
Eighth. Modifications to the Property.
Ninth. Obligations of the Lessor.
Tenth. Obligations of the Lessee.
Eleventh. Inventory.
Twelfth. Interest Penalties.
Thirteenth. Non-eviction.
Fourteenth. Guarantor.
Fifteenth. Lease Option.
Sixteenth. Integrity of the Contract. Modifications.
Seventeenth. Announcements, Notifications and Addresses.
Eighteenth. Successors and Assigns.
Nineteenth. Applicable Legislation and Jurisdiction.
Twentieth. Rescission.
Twenty First. Absence of Errors of Intent
Appendices
Appendix "1" Plans to the Property
Appendix "2" Architectural Designs of the Industrial Premises.
Appendix "3" Construction Specifications of the Industrial Premises
Appendix "4" Articles of Receipt and Inventory of the Property.
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Lease Agreement
Lease Agreement of January 25, 1999 signed on the one hand by Omnitrition de
Mexico, S.A. de C.V., represented in this action by Mr. Jorge Carlos Vergara
Madrigal (who in what follows shall be designated as the "Lessor") and, on the
other hand by Telect de Mexico, S.A. de C.V., represented in this action by Mr.
Milton A. Cole (who in what follows shall be designated as the "Lessee"), with
the assistance of Telect, Inc., also represented in this document by Mr. Milton
A. Cole (who in what follows shall be designated as the "Guarantor"), in
accordance with the following Declarations and Clauses:
Declarations:
1. The Lessor Declares:
1. That it is a legally established corporation and exists in
accordance with the laws of the Mexican Republic, as stated in
the public record 19,311, executed on May 20, 1991 before Mr.
Antonio Francoz Rigalt, Notary Public 17 of the District of
Tlalnepantla, State of Mexico and recorded in the Public
Registry of Property and Commerce of Guadalajara, Jalisco on
July 1, 1993, under registration 14-15 of volume 492 of the
first book;
2. That it is duly found recorded in the Federal Registry of
Taxpayers of the Treasury and Public Debt under the Code
OME910520 TJA;
3. That it is the lawful and sole proprietor of the property that
is described and detailed in the plan that, duly signed by both
parties, is added to the present contract as Appendix "1",
which is located with the "ECOPARK" industrial park Technology
and Business Park, located on the Juan Gil Preciado road, 3
kilometers on the Zapopan-Tesistan Highway, in the Municipality
of Zapopan, Jalisco, (to which shall be hereafter referred as
the "Property");
4. That on the property the Industrial Premises are being
constructed marked with the numbers 1 (one) and 2 (two) of the
"ECOPARK" Industrial Park, on an area of ground covering
5,412.00 square meters, which will have a production area
consisting of 4,001.21 square meters, office space and dining
room of 353.48 square meters, service area of 273.88 square
meters, warehouse of 279.84 square meters, with an unassigned
portion of 7.794% and that is under construction according to
the Architectural Plan and the Construction Specifications
which, duly signed by both parties, are added to the present
contract as Appendices "2" and "3", respectively (which are
designated hereafter as the "Industrial Premises");
5. That the construction of the Industrial Premises will be
completed in a period of 6 (six) months from the date of this
Contract;
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6. That its representative has sufficient powers to represent it
and to obligate it in accordance to the present Contract and
that said powers have not been revoked, limited in any mariner
whatsoever, or modified.
7. That it has the legal capacity to sign the present Contract
with the Lessee and to obligate it in accordance with the
same; and
8. That therefore corresponding to its interests, it is its desire
and it is prepared to sign the present Contract with the
Lessee, in order to set forth the terms and conditions,
agreeing to them will finish the construction of the Industrial
Premises within the Property, and will give to the Lessee the
same Property under lease.
2. The Lessee Declares:
1. That it is a legally established corporation and exists in
accordance with the laws of the Mexican Republic, as stated in
the public record 12,253, executed on March 25, 1994 before Ms.
Aria Patricia Bandala Tolentino, Notary Public 195 of the
Federal District, and recorded in the Public Registry of
Commerce of the Federal District on the Commercial Page 185295.
2. That it is duly found recorded in the Federal Registry of
Taxpayers of the Treasury and Public Debt under the Code
TME940325 NOO;
3. That it has the sufficient legal and economic ability to sign
the present Contract with the Lessor and to obligate itself in
accordance with the same;
4. That its representative has sufficient powers to represent it
and to obligate it in accordance to the present Contract and
that said powers have not been revoked, limited in any manner
whatsoever, or modified; and
5. That therefore corresponding to its interests, it is its
desire and it is prepared to sign the present Contract with
the Lessor, in order to set forth the terms and conditions,
agreeing to them the Lessor will finish the construction of
the Industrial Premises within the Property, and will give to
the Lessee the same Property under lease.
3. The Guarantor Declares:
1. That it is a legally established and existent corporation in
accordance to the laws of the State of Washington, United
States of America, according to the articles of incorporation
dated October 14, 1982;
2. That it has sufficient legal, economic, and financial
resources to appear at the signing of this Contract and to
assume passive joint and several liability
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regarding each and every one of the obligations that the
Lessee is responsible for in accordance to the same; and
3. That its representative has sufficient powers to represent it
and to obligate it in accordance to the present Contract and
that said powers have not been revoked, limited in any manner
whatsoever, or modified;
On the basis of the preceding Declarations, the parties agree to execute the
following:
Clauses:
First. Subject Matter.
1.1 By virtue of the present Contract, the Lessor leases to the Lessee the
Property and the Industrial Premises that are under construction on the
same just as described in clauses C) and D) of the preceding First
Declaration.
1.2 The Lessor is obligated to turn over to the Lessee the Property and the
Industrial Premises completely constructed, within 6 (six) months
following the date of the signing of the present Contract, fully in
accordance with everything that corresponds to them, in order to assign
them exclusively to the ends set forth in Clause Five of this Contract.
1.3 For the previous items, once the construction of the Industrial
Premises is completed, the Lessor will notify the Lessee of such
circumstances, so that, within the following fifteen calendar days, the
Lessee will make certain that said construction complies with the
Architectural Designs and with the Construction Specifications and
takes possession of the Property and the Industrial Premises, at which
time the parties will prepare and sign the corresponding document of
receipt which, duly signed by their representatives, will be appended
to the present Contract as Appendix "4", to become an integral part of
the same.
1.4 In case of any reason not attributable to the Lessor, once the
construction has been completed on the Industrial Premises in
accordance with this contract and notification made, to which the
previous paragraph refers, the Lessee refuses to accept the Property
and the Industrial Premises, the Lessor can take possession of the same
by simply giving the appropriate notification through the
representatives of the parties and in the presence of the Notary
Witness or Public Broker, releasing with that act the inventory of the
installations and conditions of the Property and of the Industrial
Premises, which, duly signed by the parties will be appended to the
present Contract as Appendix "4", whereby any breakage or damage that
they may suffer from then on and for the duration of the present
Contract, will be at the expense of the Lessee.
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Second. Duration.
2.1 Subject to the terms in the Fifteenth Clause, the duration of the
present Lease will be 5 (five) years compulsory for both parties. Said
duration will begin to take effect precisely from the first of the
month following the date that the parties signed the document of
receipt referred to in paragraph 1.3 of the First Clause and will end 5
(five) years hence.
2.2 In accordance with what is set forth in Articles 1447, 1448 and the
other applicable articles of the Civil Code of the State of Jalisco,
the present Lease is subject to the condition that, within 6 (six)
months following the date of signing this instrument and, no later than
July 31, 1999, the Lessor has completely finished the construction of
the Industrial Premises and handed over of the Property and the
Industrial Premises to the Lessee, and the latter has taken possession
of them, in accordance with the terms and conditions set forth in this
Contract and its Appendices.
2.3 In case of any reason not attributable to the Lessee the previously set
forth condition has not been accomplished within the previously
stipulated period, the present Lease will not have taken effect legally
and, consequently, the Lessor must return immediately to the Lessee the
rent set forth in Section 3.4 of the Third Clause as well as the
Deposit set forth in the Seventh Clause, without affecting the actions
to which, in such case, any of the parties may be entitled to the
aforementioned.
2.4 Notwithstanding what was previously set forth in the present Clause, in
case that by July 31, 1999, the condition set forth in Section 2.2 has
not been fulfilled, the Lessee, at its exclusive option, can grant in
writing to the Lessor an extension of the period, that is also at its
exclusive option to determine, for the completion of the referred
condition. In such case, what is set forth in Section 2.3 only applies
until the expiration of the extension that, in such case, has been
granted by the Lessee.
Third. Monthly Rent.
3.1 The Lessee is obligated to pay the Lessor, for monthly rent on the
Property, the amount of US$13,914.00 (thirteen thousand nine hundred
fourteen dollars exactly) legal currency of the United States of
America, plus the corresponding value added tax, in accordance to what
is stated in the following Fourth Clause.
3.2 The Lessee must pay the aforementioned monthly rent in advance, within
the first 10 (ten) calendar days of each calendar month, precisely at
the address of the Lessee that is set forth in the Seventeenth Clause.
3.3 Said rent will increase automatically every year during the duration of
the present Contract, beginning with the first increase precisely on
the first anniversary of the date of the beginning of the legal effect
of this Contract according to Section 2.1, in accordance with the
percentage of the United States of America's National Consumer Price
Index for urban consumers, published by the Wall Street Journal or, in
absence of this Index, according to the credit instrument that replaces
it or resembles its style.
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3.4 Against the signature of this Contract, the Lessee pays to the Lessor
the sum of US$16,001.10 (sixteen thousand and one dollars and 10 cents)
legal currency in the United States of America, that includes the value
added tax and which will be applied to the rent of the first month in
effect of the present Lease.
For its part, the Lessor will give to the Lessee the corresponding
receipt, as well as comply with the requirements that are mentioned in
paragraph 4.2 of the following Fourth Clause.
3.5 The obligations of the parties to pay or return in dollars, currency of
the United States of America, in accordance with this document may be
carried out by means of the payment or return of its equivalent in the
national currency of Mexico, at the rate of exchange that is termed
inter-bank dollar in sales operations, that is in effect on the date on
which the payment or return is carried out.
Fourth. Taxes, Receipts.
4.1 In addition to the payment of the rent, the Lessee will pay to the
Lessor the value added tax that is subjected in accordance with the
fiscal legislation that is in effect.
4.2 Against the payment of rent, the Lessor will deliver to the Lessee the
corresponding receipt, in which the amount corresponding to the value
added tax must be indicated separately and, in general, comply with all
of the requirements set forth by the applicable fiscal legislation.
Fifth. Use of the Property and the Industrial Premises.
5.1 The Property and the Industrial Premises will be used by the Lessee to
establish a storage, assembly and distribution warehouse for the
products manufactured by Telect, Inc., and other goods related to the
corporate mission of the Lessee.
Sixth. Maintenance of the Property and the Industrial Premises.
6.1 The Lessor is obligated to provide at its cost all general preventive
and corrective maintenance to the Property and the Industrial Premises,
including major repairs, that are required to preserve the construction
and external structure of the Industrial Premises, in the same optimum
operating and working conditions in which they were delivered to the
Lessee in accordance with the provisions of this Contract and its
Appendices.
6.2 During the period of one (1) year starting from the date on which the
Lessee occupies the Property and the Industrial Premises, the Lessor
will be responsible for general preventive and corrective maintenance,
including all of the repairs that are required to preserve the services
and facilities inside the Property and the Industrial Premises, in the
same optimum working and operating conditions in which they are
delivered to the Lessee in accordance with the provisions of this
Contract and of its Appendices. For the latter effects, the Lessor may
exercise the guarantees that, in such case, have been granted to it by
the manufacturers, Contractors and suppliers of goods and services who
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participate in the construction of the Industrial Premises. The
aforementioned, with the understanding that the Lessor will be the
solely responsible party with regard to the Lessee for the fulfillment
of its obligations in accordance with this paragraph.
6.3 For its part, the Lessee is obligated to provide at its expense
cleaning and general maintenance and minor repairs to the property and
the Industrial Premises that are not the responsibility of the Lessor
and that are required in order to preserve the proper operation and
condition of the Property and the Industrial Premises, in accordance
with the moderate use that it gives to the Property and the Industrial
Premises, in such a way that upon the conclusion of the present lease,
they are returned to the Lessor in the conditions in which they were
received, except for normal wear and tear and the alterations that are
authorized by the Lessor.
6.4 Subsequent to the period of one (1) year set forth in paragraph 6.2
above and, the Lessee will be responsible for any maintenance and minor
repair that may be required in the services and facilities inside both
the Property and the Industrial Premises.
6.5 The Lessee will be responsible for, with regard to the Lessor, all of
the damage that is caused to the Property in violation of the
provisions of the present clause.
Seventh. Deposit.
7.1 The Lessee, in this document, delivers to the Lessor, as a security
deposit, the sum of US$13,914.00 (thirteen thousand nine hundred and
fourteen dollars and 00/100) in the legal currency of the United States
of America, equivalent to one month of rent (the "Deposit ").
For its part, the Lessor extends to the Lessee the broadest receipt
that is acceptable under the law with regard to a deposit.
7.2 The deposit will guarantee to the Lessor the damages that the Lessee
could cause to the Property and the Industrial Premises that arise from
the immoderate usage of same or from the alteration of its structures,
and will be returned to the Lessee upon the expiration of the present
Contract without interest, in the period of 30 (thirty) days subsequent
to the expiration, as long as the Lessee can prove to the Lessor that
the Property and the Industrial Premises are in good condition, and
shows the most recent power, water and telephone receipts in order to
prove that the Lessee has kept up to date in regard to said payments.
Otherwise, the deposit will be applied in the first instance to the
payment of said services, regardless of legal actions that may take
place.
Eighth. Maintenance of the Property.
8.1 In case the Lessee needs to carry out alterations to the Property
and the Industrial Premises in order to adapt them to its needs, it
will be obligated to submit for the prior consideration of the Lessor
all of the plans and designs in relation to interior
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construction, electrical installations, gas or water installations, air
conditioning and vent installations, and outdoor advertising, interior
and exterior decorating, access doors, and other items, and which will
remain in the Property as the property of the Lessee for the durations
of the present Contract.
8.2 Unless there is an agreement stipulating otherwise, the previously
authorized alterations must be carried out at the exclusive expense and
responsibility of the Lessee.
8.3 Upon conclusion of the present lease, the Lessee will have the right to
withdraw all of the improvements that it may have carried out at its
expense in the Property and the Industrial Premises, as long as the
property is returned to the Lessor in the same conditions in which it
was received, apart from normal wear and tear.
8.4 Notwithstanding the above, upon conclusion of the present lease, the
parties may agree that some of the improvements carried out by the
Lessee in the Property and the Industrial Premises will remain in same
to the benefit of the Lessor, as well as the payment or compensation
that would correspond to the Lessee for said items.
Ninth. Obligations of the Lessor.
9.1 The Lessor is obligated to:
A. Provide at its expense all of the general preventive and
corrective maintenance for the Property and the Industrial
Premises, including major repairs, that are required to
preserve the construction and the external structure of the
Industrial Premises, in optimum working and operating
conditions.
B. Pay, in a timely manner, the receipts corresponding to the
duties for the property tax or its equivalent.
C. Turn over the Property and the Industrial Premises that are
the subject of this instrument no later than six months
subsequent to the date of the signing of the present Contract;
D. Ensure and not disturb in any way, the normal peaceful use by
the Lessee of the Property and the Industrial Premises; and
E. In general, fulfill thoroughly and in a timely manner each and
every one of the obligations that it assumes toward the Lessee
in accordance with this Contract, as well as with all of the
obligations that correspond to it as a Lessor, in accordance
with applicable legislation.
Tenth. Obligations of the Lessee.
10.1 The Lessee is obligated to:
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A. Pay the rent to the Lessor on time and in the manner and times
agreed to in this Contract;
B. Not use the Property or the Industrial Premises in a manner
different from what it is set forth in the fifth clause.
C. Not sublease or transfer the Property or the Industrial
Premises nor part of same, nor the rights or obligations that
derive from the present Contract, without the prior written
authorization of the Lessor, with the understanding that the
Lessee may sublease or partially permit the use of the
Industrial Premises to its suppliers, as long as (i) it
remains the sole party that it is legally responsible toward
the Lessor in accordance with this Contract, and (ii) the
activities to be carried out by the suppliers mentioned above
inside the Industrial Premises do not violate the applicable
regulations of the ECOPARK Industrial Park, Technology and
Business Park.
D. Not carry out on the Property or on the Industrial Premises
alterations that have not been authorized by the Lessor in
accordance with the eighth clause of the present Contract;
E. Inform the Lessor in writing of any harmful development to the
Property and the Industrial Premises, as well as deterioration
in same, and will be responsible for the damage that is caused
by failure to do so; and
F. Pay for the consumption of electric energy, water, telephone
and neighborhood association fees that correspond or any other
type of similar fee, and all of said payments must be
up-to-date at the moment that the Property and the Industrial
Premises are delivered;
G. Request and obtain the processing for, at its own expense and
under its sole responsibility, each and everyone of the
permits or licenses that are required for it to carry out to
its business, from the corresponding authorities;
H. Accept the civil liability and responsibility for all damages
that the Property suffers due to its fault or negligence or of
its employees, workers or sub-Lessees, as well as for the
damages that are produced in the case of a fire in part or all
of the Property and the Industrial Premises, unless it is the
consequence of a fortuitous ease, Act of God or meteorological
phenomena, and for which case it has the obligation to obtain
the corresponding insurance and maintain same in effect for
the duration of this Contract and until the Property and the
Industrial Premises have become completely unoccupied;
I. Obtain and keep in effect for the duration of this Contract
and until the Property and the Industrial Premises have become
completely unoccupied, the insurance policy that protects the
Property and the Industrial of Premises from any damage that
is derived from the provisions in the above section H;
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J. Preserve the Property and the Industrial Premises in the good
condition in which they are received and return them in the
same condition, except for normal wear and tear and the
alterations made to same with the authorization of the Lessor,
upon conclusion of the lease, fulfilling, in this regard, all
the obligations that it assumes in accordance with this
Contract and those that the legislation imposes on Lessors, in
the cases in which they are applicable; and
K. Allow the Lessor or the person designated by the latter to have
access to the Property and to the Industrial Premises during
working hours and on working days for the purposes of verifying
and inspecting the condition of the property.
Eleventh. Inventory.
11.1 Appendices 1, 2 and 3 and, when pertinent, Appendix 4, of the present
Contract, will contain the inventory of the installations that, at the
point in time in which the present lease enters into effect will be
located in the Property and the Industrial Premises.
11.2 Upon conclusion of the present lease, the Lessee must prove to the
Lessor that the goods and installations that were inventoried are
located in the Property and that the Industrial Premises are in the
conditions in which they were received, except for normal wear and
tear.
Otherwise, the Lessee will be obligated to pay to the Lessor the cost
of the goods and installations that are missing, in accordance with the
prices that are in effect at that moment or, where pertinent, pay for
the necessary repairs.
Twelfth. Interest Penalties.
12.1 In case the Lessee incurs a late payment of the aforementioned monthly
rent, it will pay to the Lessor interest penalties of 1.5% (one point
five percent) monthly over any outstanding balance in dollars, currency
of the United States of America, until the outstanding amount has been
fully paid off.
Thirteenth. Non-Eviction.
13.1 If, upon conclusion of the time period of this lease, and in the
absence of a new lease or express extension agreement, the Lessee
continues to occupy the Property and the Industrial Premises, the
parties hereby agree that the monthly rent to be paid by the Lessee
during the time in which it remains in the Property and the Industrial
Premises will be automatically increased by 10% (ten per cent)
semi-annually in dollars, currency of the United States of America, and
in this regard the Lessee will also be obligated to supplement the
deposit in the same proportion in which the rent has been increased,
with the understanding that this does not mean that there has been a
renewal or extension of the Contract, and these increases will be in
effect until the parties enter into a new lease or express extension
agreement, or the property becomes unoccupied and the Property and
Industrial Premises are delivered.
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13.2 In the case of legal judgment for termination due to expiration of the
Contract, or due to the fulfillment of the same or cancellation for any
other cause, during the procedure the new rent that is stipulated will
be paid, as well as the increases referred to in the previous
paragraph.
13.3 Independently of the above the expenses, judicial expenditures and
professional fees that originate from any kind of legal action, must be
completely paid for solely and exclusively by the party who originated
or motivated said legal claims due to their non-fulfillment, as long as
the judicial authority makes a final ruling to the effect that the
party has won its action.
Fourteenth. Guarantor.
14.1 The guarantor is in appearance at the entering into of this Contract
and is obligated to pay the Lessor as guarantor of the Lessee, and
establishes itself as direct debtor of each and every one of the
obligations that are assumed by the Lessee in accordance with this
Contract, until withdrawal from and delivery of the Property and the
Industrial Premises.
The obligations of the guarantor in accordance with the present clause
will last until the return on the Property and the Industrial Premises,
and the guarantor expressly waves the order and exclusion rights
contained in Articles 2425, 2426 and other applicable articles of the
Civil Code of the State of Jalisco.
Fifteenth. Lease Option.
15.1 The Lessor grants to the Lessee, by means of this document, a lease
option, in terms and conditions that are similar to those of this
Contract, in regard to the section of land No. 3, which is adjacent to
Industrial Premises 2 which will be built on the Property (hereafter
referred to as the "Optional Property").
The Lessee may exercise the option referred to above within the year
subsequent to the date of the signing of the present Contract and, in
this regard, the Lessor assumes the obligation to reserve and, as a
result, not to transfer or lease the optional Property within the
period set forth above.
In this regard, the Lessor and the Lessee hereby assume the obligation
to sign the corresponding lease Contract within 30 (thirty) calendar
days subsequent to the date on which the Lessee notifies the Lessor of
its intention to exercise the option of leasing the Optional Property.
Said document must include the commitment of the Lessor to carry out
the construction work of an Industrial Premise with offices in said
Property, with features and design similar to Premises I and 2 that are
the subject of the present Contract, and which will be identified as
Premise 3, and the parties will define at the pertinent time both the
design and the specifications of its construction, as well as the rent
to be paid for the lease of said Premise, with the understanding that
the construction work of Industrial
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Premise No. 3 must be concluded within the following six (6) months,
starting from the date of the signing of the respective lease Contract.
15.2 The Lessor in this document declares its expressed compliance in case
the Lessee does not exercise the granted option in the present Clause,
because the Optional Property cannot be occupied for reasons not
attributable to the Lessor, the Lessee, at its exclusive option, may
terminate the present Lease in advance, without any subsequent
responsibility on its part, by the end of the twenty-fourth month of
the Contract, by means of notification in writing, providing it is at
least 90 (ninety) calendar days in advance.
Sixteenth. Integrity of the Contract Modifications.
16.1 The present Contract constitutes the totality of the agreements of the
parties regarding the matters examined; therefore, any pact, Contract,
or agreement, verbal or in writing that has been agreed to or signed
before the date of the signing of this document, will not have any
force.
16.2 Any modification to the present Contract must by made in writing and be
signed at least by the Lessor and the Lessee.
Seventeenth. Announcements, notifications, and addresses.
17.1 All of the announcements and notifications that the parties must or
want to do by reason of or related to the present Contract, will be
made in writing and will be delivered to the addresses which are set
forth below or to those that in the future the parties, also in
writing, designate at the end of this Clause.
Until such time that new addresses are given in the form previously
indicated, the parties designate the following:
The Lessor:
Omnitrition de Mexico, S.A. de C.V.
Calle Paseo del Prado 387-A
Colonia Lomas del Valle
Municipio de Zapopan, Jalisco
Atencion: Sr. Jorge Carlos Vergara Madrigal
The Lessee:
Telect de Mexico, S.A. de C.V.
Calle Lateral Sur del Anillo
Periferico None Numero 579
Fraccionamiento Parque Industrial Belenes Norte
Municipio de Zapopan, Jalisco.
Atencion: Sr. Milton A. Cole
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Starting from the date on which the Lessee receives possession and
occupation of the Property and the Industrial Premises, its address for
the effects of the present Contract will be that of the same Industrial
Premises.
The Guarantor:
Telect, Inc.
a/c Cantu y Rangel, S.C.
Montes Urales Sur 780 PH
Lomas de Chapultapec
11000 Mexico, D.F.
Atencion: Lic. David A. Rangel Ortiz
Eighteenth. Successors and Assigns.
18.1 The present Contract obligates and benefits the Lessor as well as the
Lessee, just like their respective successors and assigns.
18.2 The Lessor can yield its rights as such in accordance to the present
Contract and use them as security for any type of credit before any
Financial Institution. As a result, the Lessee agrees to provide
reasonable information that, in such case and at the moment it is
requested, regards its financial situation.
Provided that it is not done in favor of a business competitor with the
same principal activity as the Lessee, the Lessor can, without the
consent of the Lessee, submit to, disregard, or mortgage this Contract
and its rights according to the same. From receiving explicit
notification in writing regarding any concession by the Lessor, the
Lessee agrees to pay, starting from the month following said
notification, all the rents and amounts owing in accordance with the
present Contract, to said beneficiary or in accordance with the
expressed instructions that the Lessor gives it.
18.3 In spite of any concession of the rights of the Lessor in accordance
with the present Clause, the Lessor will continue being the only and
exclusive responsible person before the Lessee and, in its case, before
any beneficiary, for the fulfillment of its obligations as Lessor in
accordance to this Contract.
Nineteenth. Applicable Legislation and Jurisdiction.
19.1 For the effects of interpretation and fulfillment of what is agreed to
in the present Contract, the parties agree to submit to the
jurisdiction and competence of the laws and courts of the City of
Guadalajara, Jalisco, renouncing, therefore, the benefit of any other
jurisdiction that may have or will come to acquire by virtue of its
present or future address, of the location of its assets or by any
other cause.
Twentieth. Rescission.
20.1 It will be cause for rescission of the present Contract the
non-compliance by any of the parties of any of the obligations it is
responsible for according to this document
<PAGE> 15
provided that said non-compliance is not remedied within 30 (thirty)
calendar days following the date on which the other party was notified
of said non-compliance.
Twenty-First. Absence of Errors in Intent.
21.1 The Lessee and the Guarantor as well as the Lessor declare that their
will has been freely expressed and that their agreement is not found to
be corrupted by fraud, error, bad faith or by any other depravity of
the will.
As proof of which, the parties being duly informed of its content and legal
scope, the present Contract is signed in triplicate, in the presence of
witnesses who are Mexican, adults, and competent to testify, to take effect
starting from the anticipated date in the Second Clause of this instrument.
Lessor
Omnitrition de Mexico, S.A. de C.V.
-----------------------------
/signature illegible/
By: Jorge Carlos Vergara Madrigal
Lessee
Telect de Mexico, S.A. de C.V.
----------------------------
/signature illegible/
By: Milton A. Cole
Guarantor
Telect, Inc.
By: Milton A. Cole
Witness:
---------------------------
/signature illegible/
Witness:
---------------------------
/signature illegible/
<PAGE> 16
Lease Contract
signed between
Omnitrition de Mexico, S.A. de C.V.
and
Telect de Mexico, S.A. de C.V.
with the assistance of
Telect, Inc.
Appendix "1"
Plans of the Property
<PAGE> 17
Lease Contract signed between
Omnitrition de Mexico, S.A. de C.V.
and
Telect de Mexico, S.A. de C.V.
with the assistance of
Telect, Inc.
Appendix "2"
Architectural Designs of the Industrial Premises
<PAGE> 18
Lease Contract
signed between
Omnitrition de Mexico, S.A. de C.V.
and
Telect de Mexico, S.A. de C.V.
with the assistance of
Telect, Inc.
Appendix "3"
Construction Specifications of the Industrial Premises
<PAGE> 19
Lease Contract
signed between
Lease Contract signed between
Omnitrition de Mexico, S.A. de C.V.
and
Telect de Mexico, S.A. de C.V.
with the assistance of
Telect, Inc.
Appendix "4"
Articles of Receipt and Inventory of the Property
