Exhibit 4(v)
English Translation
MAXCOM TELECOMUNICACIONES, S.A. DE
C.V
VS
ZAGA ROMANO JACOBO, JACOBO ZAGA
BUZALI, JACOBO ZAGA KALACH, JACOBO
ZAGA SASSON, DAVI DANIEL KABBAZ
CHIVER, SALVADOR DANIEL KABBAZ
ZAGA, GASTON BECHERANO MAYA AND
BLANCA ESTELA CANELA TALANCON.
TRIAL: REAL ESTATE LEASING
CONTROVERSY
FILE: 894/2002
SECRETARY: "B"
JUDGE THIRTY TWO OF REAL ESTATE LEASINGS
GONZALO ALARCON ITURBIDE, legal representative of MAXCOM
TELECOMUNICACIONES, S.A. DE C.V., (referred as "MAXCOM"), character he has
credited since the audience held in April 11th, 2003, and JOSE ANTONIO MARVAN
LIZARDI, representing each and every one of the codefendants: JACOBO ZAGA
ROMANO, JACOBO ZAGA BUZALI, JACOBO ZAGA KALACH, JACOBO ZAGA SASSON, DAVID DANIEL
KABBAZ CHIVER, SALVADOR DANIEL KABBAZ ZAGA, GASTON BECHERANO MAYA AND BLANCA
ESTELA CANELA TALANCON (collectively referred as "THE LESSORS"), both of them
promoters of the file quoted in the heading, say:
In accordance with the article 2944 of the Civil Code, the parties had
agreed to terminate the controversy, giving mutual grantees and concessions, in
order to avoid any future controversy, by the this transaction that we submit
for your Honor's approval by having no clauses against morals, law, nor good
customs, which forces the involved parties to be ruled by it as if it were a
final judgment passed through the final judgment authority.
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English Translation
This transaction entered among the parties is defined by the recitals
and clauses below:
RECITALS
I. That their legal capacities are in full force and have not been in any way
revoked, and that they have the corresponding capacity to enter this agreement.
II. That for being suitable for its convenience, "MAXCOM" has partially vacated
the leased locality and it is its wish to make use of the right conferred by the
Sixth clause of the lease agreement, i.e., to terminated the contract in
advanced, in terms and conditions referred by this transaction, with the full
agreement of "THE LESSORS".
III. That during the lease agreement was in force, "MAXCOM" subleased its
subsidiaries MAXCOM SERVICIOS ADMINISTRATIVOS, S.A. DE C.V., and CORPORATIVO EN
TELECOMUNICACIONES, S.A. DE C.V., the localities 101 and 102 located in the
leased building's first floor and the roof, in accordance with the sub-lease
agreements enclosed to the documents which were introduced as evidence in the
legal proceeding.
IV. That in accordance with the agreements shown in this transaction, "MAXCOM",
MAXCOM SERVICIOS ADMINISTRATIVOS S.A. DE C.V., and CORPORATIVO EN
TELECOMUNICACIONES, S.A. DE C.V, rescind the sub-lease agreements, reinstating
with it the sublessor "MAXCOM" the building lease, which is the reason why
"MAXCOM" is the only building current lease-holder.
V. That "MAXCOM" vacates localities 201 and 202 in the second floor, localities
301 and 302 in the third floor; localities 401 and 402 in the fourth floor;
localities
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English Translation
501 and 502 in the fifth floor; the mezzanine or sixth floor; the warehouses No.
1, 2 and 3, as well as 92 parking places of the building located in Magdalena
N(0) 211, Colonia Del Valle, Delegacion Benito Juarez, in Mexico City; all of
them are empty and in perfect conditions except for the natural detriment caused
by normal use; and that by this act "THE LESSORS" receive its possession, using
this agreement as receipt and quittance.
VI. That "MAXCOM" and "THE LESSORS" agree that "MAXCOM" continues leasing as
leaseholder: i) the localities 101 and 102 in the first floor; ii) the area to
keep three antennas from the fourteen actually installed in the roof-top which
can be identified in the attached plan; iii) and all of the area of the basement
number 2, to park as much cars as they fit in it, and as long as they respect
the areas in which the electric substations are located, in the building of
Magdalena N(0) 211, Colonia Del Valle, Delegacion Benito Juarez, in Mexico City
(New leased area).
VII. That "MAXCOM" has change its address to Guillermo Gonzalez Camarena N(0)
2000, Centro Ciudad Santa Fe, Delegacion Alvaro Obregon, in Mexico City, and
that the building located in Magdalena N(0) 211, Colonia Del Valle, Delegacion
Benito Juarez, in Mexico City, and the building still showing off "MAXCOM"
advertising in the facade, a reasonable period to take it off is required, if
"THE LESSORS" request it.
VIII. That during the lease agreement term, several improvements were done in
the leased building, several equipments were installed, such as an electric
substation, a building access control equipment, smoke detectors, a fire control
system, a T.V. close circuit and thermostats in every floor, as well as a
freight elevator installed in the roof-top of the leased building; and that by
virtue of this contract they will become property of "THE LESSORS", when they
get the use of the leased building, except for a specialized fire control system
for a
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English Translation
telecommunication equipment, that shall be moved to the New leased area as soon
as "MAXCOM" vacates the building, because it is of its exclusive property. In
such a way that there are three electric substations in the basement, belonging,
one to Luz y Fuerza del Centro, the other to "THE LESSORS" and the third to
"MAXCOM", according to the attached plan that has been signed for both parties
and that is a integral part of this transaction.
IX. That during the lease agreement term "MAXCOM" lease all the building, it
hired by its own, the services of several individuals and companies in order to
keep the building in good and safety conditions; therefore and by virtue of this
transaction, it is forced to terminated all the contractual relations that
joined it to these individuals and companies, and to liberate "THE LESSORS" from
any responsibility related to this matter, for it is of "MAXCOM" exclusive
responsibility all what is derived from these contractual relations.
Considering the above mentioned, the parties grant the following:
CLAUSES
FIRST. Using the right conferred to the leaseholder by the sixth clause
of the lease agreement, "MAXCOM" terminates the lease agreement in advance with
full and perfect consent of "THE LESSORS"; in accordance with the following
clauses.
SECOND. "MAXCOM" will continue holding up partially the leased
locality, sole and exclusively in connection with: i) the localities 101 and 102
in the first floor; ii) the area to keep three antennas, from the fourteen
actually installed in the roof-top which can be identified in the attached plan
signed by both parties, and that is a integral part of this transaction; iii)
and all of the area of basement
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English Translation
number 2, to park as much cars as they fit in it, and as long as they respect
the areas in which the electric substations are located, and can be identified
in the attached plan signed by both parties, and that is a integral part of this
transaction (collectively referred as the "New leased area") of the building
located in Magdalena N(0) 211, Colonia Del Valle, Delegacion Benito Juarez, in
Mexico City; for a term that may not exceed a TEN YEARS term, that will begin
the first day of May of 2003; for it is compelled to vacant and deliver it in
good conditions but for the natural detriment caused by normal use, to "THE
LESSORS" no later than the 30th of april of 2013 or before, if it is suitable
for them.
"MAXCOM" shall have the right to ingress and egress to the roof-top and
to all of the New leased area, twenty-four hours a day, the three hundred and
sixty-five days of the year, in order to serve its costumers, but without
violating the internal dispositions about the security norms ruling the
building; "MAXCOM" bind itself to observe them.
THIRD. Failing to vacant and deliver the New leased area -which parts
had been identified in the plan attached to this transaction, of the building
located in Magdalena N(0) 211, Colonia Del Valle, Delegacion Benito Juarez, in
Mexico City, once the TEN YEAR TERM referred in the second clause is over, the
consequence shall be the execution of this transaction by the eviction of
"MAXCOM" from the New leased area, in accordance with the Code of Civil
Procedures.
FOURTH. While "MAXCOM" lease the New leased area, it binds itself to
pay "THE LESSORS" as follows:
a) The proportional share corresponding to the New leased
area, the ordinary and extraordinary fees agreed by the
condominium assembly of the building located in Magdalena
N(0) 211, Colonia
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Del Valle, Delegacion Benito Juarez, in Mexico City; in
the understanding that they must be reasonable fees in
order to preserve and keep the building safe and in good
conditions -as it is required for this type of buildings.
b) Concerning the use of electric energy, "MAXCOM" has
entered an agreement with the Compania de Luz y Fuerza del
Centro, by which the substation -which belongs to Compania
de Luz y Fuerza del Centro- is connected in mid voltage;
the substation was paid by "THE LESSORS", reason why the
use of this source of electric energy is separated from
any other consumption of the building at issue; this is
why "MAXCOM" is and shall be the only responsible for the
aforementioned consumptions before the Compania de Luz y
Fuerza del Centro.
Likewise if "MAXCOM" vacates the building it shall not
have the right to request the displace or remove the
abovementioned electric substation; it binds itself,
however, to keeping the payments up-to-date.
As well, "MAXCOM" binds itself to cooperate with "THE
LESSORS" before the Compania de Luz y Fuerza del Centro in
order to emancipate the mid voltage service, so the new
occupants could have independent electric energy service.
Likewise, "MAXCOM" binds itself to make the necessary
modifications, at its own expense, in a ninety working day
term, starting from this day, in order to emancipate the
mid voltage service for the future less holders or
occupants of the building
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English Translation
located in Magdalena N(0) 211, Colonia Del Valle,
Delegacion Benito Juarez, in Mexico City.
"MAXCOM" binds itself to cooperate with "THE LESSORS"
before the Compania de Luz y Fuerza del Centro in order to
carry out all the necessary proceedings in case the
contracts could be separated for each of the users of the
exclusive areas that constitute all of the building
located in Magdalena N(0) 211, Colonia Del Valle,
Delegacion Benito Juarez, in Mexico City; and in order to
emancipate the electric energy service in the common areas
using mid voltage; in this way the building will be return
in the same conditions as it was originally received by
"MAXCOM".
Notwithstanding anything to the contrary in the above
paragraph, "MAXCOM" and "THE LESSORS", provisionally, can
establish by common consent the forms and terms in which
the electric energy still be supplied to the other
building localities that do not belong to the New leased
area.
c) Concerning to the phone service, "MAXCOM" provides
telecommunication services through a concession granted by
the Federal Government through the Secretaria de
Comunicaciones y Transportes, reason why its consumption
will be independent from that of the other building areas.
The maintenance of the New leased area, as well as the
rights for water consumption shall be paid to "THE
LESSORS" by "MAXCOM" within the next five days upon
receiving from "THE LESSORS" the respective invoice
showing the amount with the
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corresponding support. The payment must be a proportional
share of the common areas leased by "MAXCOM" in the New
leased areas and will be invoiced monthly in arrears to
"MAXCOM" by "THE LESSORS".
FIFTH. During the time "MAXCOM" leases the New leased area, it shall
grant in "THE LESSORS" benefit, an insurance policy with an authorized insurance
company, to cover third party damages by civil responsibility of which "MAXCOM"
or any of its officers, employees, contractors, subcontractors or agents will be
legally responsible.
Under no circumstances the insured amount can be less than
US$5'000,000.00 (FIVE MILLION DOLLARS 00/100) currency of the United States of
America.
SIXTH. The breach of the last two clauses, shall be enough reason for
"THE LESSORS" to make the TEN YEAR term to terminate in advance the New leased
area expire in advance, and to request the execution of this agreement through
the eviction, at "MAXCOM" expenses.
SEVENTH. "MAXCOM" pays "THE LESSORS" the rents due since October 2002
up to April of the current year, for the lease of the whole building located in
Magdalena N(0) 211, Colonia Del Valle, Delegacion Benito Juarez, in Mexico City,
by the delivery of US$700,000.00 (SEVEN HUNDRED THOUSAND DOLLARS 00/100)
currency of the United States of America, plus the corresponding value added
tax.
Therefore upon ratification of this transaction, "MAXCOM" shall
transfer "THE LESSORS" a US$660,000.00 (SIX HUNDRED THOUSAND DOLLARS 00/100)
currency of the United States of America check, for the sole credit and benefit
of
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English Translation
Mr. JACOBO ZAGA ROMANO, plus the corresponding withholded tax and its
attestation that fulfill with the tax requirements, and all together is the
total amount of US$700,000.00 (SEVEN HUNDRED THOUSAND DOLLARS 00/100) currency
of the United States of America, plus the value added tax minus the tax
withholdings that by law must be done by "MAXCOM".
Concerning the credit instrument, "THE LESSORS" delivers a receipt,
which fulfills the legal provisions, in the understanding that the check is
received subject to effective cashing.
With the referred amount, "THE LESSORS" accept to be receiving the
abovementioned amounts, agreeing with MAXCOM the cancellation of the debt in the
difference between the and the agreed in the lease agreement -basis of this
action- with its increases.
EIGHTH. As consideration in favor of "THE LESSORS" for granting
"MAXCOM" a TEN YEAR term to lease the new leased area -which has been identified
in the attached plans that had been signed by both parties and are a integral
part of this transaction, and which is located in Magdalena N(0) 211, Colonia
Del Valle, Delegacion Benito Juarez, in Mexico City-, "MAXCOM" shall pay the
followings:
a) US$512,000.00 (FIVE HUNDRED AND TWELVE THOUSAND DOLLARS)
currency of the United States of America plus the
corresponding value added tax, on Monday, November the
3rd, 2003.
b) US$1'575,000.00 (ONE MILLION FIVE HUNDRED SEVENTY FIVE
THOUSAND DOLLARS 00/100) currency of the United States of
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America, amount paid in American currency, plus the
corresponding value added tax, on Monday, May the 3rd,
2004.
c) $1'459,400.00 (ONE MILLION, FOUR HUNDRED FIFTY NINE
THOUSAND FOUR HUNDRED PESOS 00/100 M.N.) using the deposit
given in guarantee to "THE LESSORS" by AMARITEL now
"MAXCOM", when the lease agreement was entered, which is
basis of this action.
The parties agree, that "MAXCOM" has the right to receive a receipt
from the referred amount, which fulfills the legal dispositions, and "MAXCOM"
will enjoy of a term concluding the 3rd day of May, 2004, to demand it to "THE
LESSORS", in the understanding that at delivering the receipt "MAXCOM" must
cover "THE LESSORS" the corresponding value added tax.
Failing the payments in the right time, the abovementioned amounts in
the set dates in this clause,
If "MAXCOM" vacates and delivers in advance the New leased area which
TEN YEARS lease is granted by this transaction, "MAXCOM" will not have the right
to demand the reimbursement of the amounts paid to "THE LESSORS" in the terms
herein; it will happen likewise if "MAXCOM" is deprived of the building lease
for failing to comply its liabilities and therefore being evicted from the New
leased area, in the understanding that the sums binds itself paying in this
contract, must be paid to "THE LESSORS" regardless if "MAXOM" vacates in advance
the New leased area.
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English Translation
If "MAXCOM" vacates the New leased area before the end of the TEN YEAR
term referred herein, its responsibility to pay the maintenance, the water
consumption right and the real building insurance shall cease.
For each and every one of the amounts delivery to "THE LESSORS" by
"MAXCOM", "MAXCOM" will have the right to obtain receipts which must fulfill all
legal provisions and, if necessary, "MAXCOM" will hold on to the amounts that by
current tax provisions is forced to withheld.
NINTH. "MAXCOM" has specifically forbidden to assign, sublease or
transfer the possession of the New leased area -issue of this transaction- by
any legal figure, without the explicit consent written and granted before a
Public Notary by "THE LESSORS"; and if this should happen, the new occupant
shall adhere to the terms and conditions herein.
TENTH. In case that concluding the TEN YEAR term, "MAXCOM" does not
vacates the New leased area -which possession as leaseholder is granted by
virtue of this transaction- it binds itself to pay US$40,000.00 (FORTY THOUSAND
DOLLARS 00/100) currency of the United States of America per month, plus the
corresponding Value Added Tax, without detriment of the compliance of the terms
that against it had been agreed herein.
ELEVENTH. "MAXCOM" binds itself to pay "THE LESSORS" all the amounts
and concepts -that by virtue of this contract has assumed, by a check delivered
to "THE LESSORS" in their address, located in Monte Pelvoux No 220, third floor,
Lomas de Chapultepec, Delegacion Miguel Hidalgo, Mexico city, and directly to
Mr. DAVID DANIEL KABBAZ CHIVER and/or BLANCA ESTELA CANELA TALANCON -or to any
other person that legally represents "THE LESSORS" and could be able to certify
his capacity to receive payments-, at 12:00 pm. in the date of each
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English Translation
payment, in the understanding that failing the payment "THE LESSORS" will be
authorized to execute this transaction through the seizure of "MAXCOM" assets.
The check by which the payments shall be made, by virtue of this
clause, shall be in dollars currency of the United States of America or in local
currency, at the exchange rate -to settle the foreign currency liabilities to be
paid in Mexican Republic- published by Banco de Mexico in the Diario Oficial de
la Federacion (Official Gazette of the Federation) one working day before the
corresponding payment date.
"THE LESSORS" can establish a different place to delivers the checks,
giving prior notice to "MAXCOM" in writing and at least 5 (five) working days.
TWELFTH. In order to document the payment of the amounts referred in
the eighth clause paragraphs a) and b) of this agreement, "MAXCOM" binds itself
to subscribe in the presence of Mr. JOSE ANTONIO MARVAN LIZARDI through MR.
ADRIAN AGUIRRE and MR. JACQUES GLIKSBERG, within forty-five days, starting from
this transaction, promissory notes and for determined amounts specified in this
clause and expiring in the payment dates in accepted by "MAXCOM" in this
agreement.
The promissory notes subscription shall be made, through a 48 hour
prior appointment in Guillermo Gonzalez Camarena No 2000 P.H., Centro, ciudad
Santa Fe, Mexico City.
Failing to subscribe and the deliver of the referred credit instruments
within the specified term, shall motivate "THE LESSORS" to the early termination
of the TEN YEAR term to vacates the leased locality and to precede to the
eviction, from the New leased area, in accordance with the Mexico City's Code of
Civil
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Procedures, unless the parties agree in another way of subscribing the
aforementioned credit instruments.
THIRTEENTH. "MAXCOM" shall not modify the structure nor operation of
the New leased area, without previous and express written consent of "THE
LESSORS" granted before public notary.
"MAXCOM" shall have ninety days, starting from this transaction
ratification to withdraw eleven from the fourteen antennas that are installed in
the roof-top of the leased building.
"MAXCOM" shall not install more than three antennas -that will stay in
the roof-top of the leased locality-, without a written consent from any of "THE
LESSORS" or of a representative. However, as long as there is available "MAXCOM"
can modify the antennas position, giving prior notice to maintenance service or
the building's management, and as long as no legal provisions from the
appropriate authorities are being violated. "MAXCOM" shall pay the necessary
repairs in order to keep the roof-top in good conditions and to keep it from
water filtrations risen by the antenna's relocations. As well, the installed
antennas can be replaced, with no leased charge, by others of similar
dimensions, giving prior notice to the maintenance service or the building's
management.
FOURTEENTH. Breach of the obligations assumed by "MAXCOM" by virtue of
this transaction, it will have a five working days grace period, to fulfill and,
if necessary, to justify the breach of the agreement herein, in the form and
means specified in the Mexico City's Code of Civil Procedures.
FIFTEENTH. For all the legal effects that could have had place, "THE
LESSORS" through their legal representative, Mr. JOSE ANTONIO MARVAN
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LIZARDI, express that no action nor right is being reserved against "MAXCOM",
its shareholders, directors, officers, employers, subsidiary companies, GONZALO
ALARCON INTURBIDE nor any of its representatives; granting the forgiveness in
accordance with the law, by means of this agreement, for any possible act that
could had constituted a violation of law.
The waiver action referred in this clause, obviously does not include
the executions of the actions that could emerge from the non-compliance of the
obligations assumed in this transaction.
SIXTEENTH. Regardless of the obligations that all ready have been
accepted by "MAXCOM", in this transaction, it also binds itself of the
followings:
a) To make at its expenses the corresponding repairs in order
to install the new occupants phone and telecommunication
lines if they are different to the ones offered by
"MAXCOM", in the vertical pipes of the building located in
Magdalena N(0) 211, Colonia Del Valle, Delegacion Benito
Juarez, in Mexico City.
b) To respect the roof-top common area; in the understanding
that "MAXCOM" does not have the exclusive right to
installed antennas.
c) To free "THE LESSORS" and the other occupants of the
building located in Magdalena N(0) 211, Colonia Del Valle,
Delegacion Benito Juarez, in Mexico City, from any
responsibility of any non intentional damage that could be
caused by "MAXCOM's" antennas installed in the roof-top.
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English Translation
d) To pay hundred percent (100%) of the water and electric
energy consumed by an air conditioner chiller that is of
common use for the building, and is that gives frozen water
to the first floor, which is part of the new leased area,
in the understanding that the chiller is not "MAXCOM's"
property nor of its exclusive use.
e) To supervise, under a 24 hour prior notice from "THE
LESSORS" the modifications made in the vertical pipes by
the building new occupants, in order to avoid any damage to
"MAXCOM's" installations; in the case of being suitable for
its convenience, to make the necessary repairs to separate
the new occupants service, in the understanding that under
no circumstances "THE LESSORS" shall be responsible of any
damage.
f) To allow the other occupants of the building located in
Magdalena N(0) 211, Colonia Del Valle, Delegacion Benito
Juarez, in Mexico City, to plug in the emergency electric
energy plant, without any energy consumption cost; however,
each user who wishes to make use of this right must pay
with his own money the corresponding installation which
must be supervised by "MAXCOM".
g) To allow the occupants of the building located in Magdalena
N(0) 211, Colonia Del Valle, Delegacion Benito Juarez, in
Mexico City that require to plug in a mid voltage
substation, to do it through the MAXCOM<180>s substation.
h) To leave for the building benefit, when vacating the New
leased area, the parking access bars, the freight elevator
located in the
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roof-top, the smoke detectors and alarms, the TV closed
circuit and the thermostats in each floor, except the
specialized fire control equipment for the
telecommunication equipment which is "MAXCOM's" exclusive
property, and is installed in the first floor of the
building located in Magdalena N(0) 211, Colonia Del Valle,
Delegacion Benito Juarez, in Mexico City.
i) To allow "THE LESSORS" as well as the other building
occupants to enter to the basement number 2 in order to use
the electric energy substation or for any other reason.
j) To free each one of "THE LESSORS" from any responsibility
by virtue of the contract relations existing among any
natural or artificial person and "MAXCOM", during the time
in took up all of the building located in Magdalena N(0)
211, Colonia Del Valle, Delegacion Benito Juarez, in Mexico
City; in the understanding that "MAXCOM" is the only
responsible of the maintenance policies and all the other
expenses related to the maintenance, that were generated
from the real building usage up to the day of the
transaction herein is signed before a public notary.
k) The consumption of the electric energy from the mid voltage
substation that feeds the common areas and, if necessary,
will supply energy to the other occupants who need to be
supplied, shall be paid by "MAXCOM", and in the
opportunity, the consumption will be measured or calculated
and the said cost will be returned to "MAXCOM" in the
proportional share of the leased areas using this type of
energy.
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SEVENTEENTH. The parties involved in this transaction, commit
themselves to be ruled by it in all time and place, as if it were a final
judgment gone through force and effect of res judicata. The formalization of the
transaction here present constitutes a novation from the original agreed
liabilities in the basis contract of this action, for which the parties declare
that there are no debts in charge of "MAXCOM" in favor of "THE LESSORS" but the
said in this transaction, in such a way that the whole fulfillment of the
liabilities referred in this transaction, will be consequently the quittance
receipt, without any action nor right reserved to execute against any parts,
shareholders, directors, employees, officers, subsidiary companies, nor GONZALO
ALARCON ITURBIDE.
NOTE: Regarding the attached plans that are part of this transaction, mainly in
what is referred to the New leased area in the first floor, the limits and the
measurements are recognized, but not likewise the installations which are said
to be there.
By the stated and well founded
Attentively we request, your Honor,
FIRST. Acknowledge that both parties were present in terms of the
document herein, that for having no clauses against morals, law nor good
customs, we request your approval, prior ratification done by us before judicial
presence, condemning the parties to be ruled by it in every time and place as if
it were a final judgment gone through force and effect of judicial decision.
SECOND. To issue, on our expenses, a certified copy in triplicate to
each of the parties, of the transaction herein, as well as the ratification done
by us before
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the courts, and in its case of the approval warrant, condemning the parties in
the requested terms.
THIRD. To consider the parties had abandoned the motion for appeal that
were filed during the process.
FOURTH. To order the return of the documents presented by each of the
parties in this controversy through the authorized representatives, and in its
case, to order the return of the definite file of this controversy for being a
concluded issue.
Mexico City, the 20th of May of 2003.
GONZALO ALARCON ITURBIDE
JOSE ANTONIO MARVAN LIZARDI
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