LEASE AGREEMENT
This LEASE AGREEMENT, is effective on March 8, 1995 between
TELECOMMUNICATIONS FINANCE GROUP (hereinafter "Lessor"), and Communication
TeleSystems International, a California corporation with its principal office
located at 4350 LaJolla Village Drive, San Diego, CA 92122, (hereinafter
"Lessee").
1. LEASE.
Lessor, subject to the conditions set forth in Section 25 hereof,
agrees to lease to Lessee and Lessee agrees to lease from Lessor hereunder,
those items of personal property (the "Equipment") which are described on
Schedule 1 of Exhibit A hereto. Lessee agrees to execute and deliver to Lessor a
certificate of delivery and acceptance in substantively the form of Exhibit A
hereto (a "Delivery Certificate") immediately after Turnover of the Equipment,
and such execution shall constitute Lessee's irrevocable acceptance of such
items of Equipment for all purposes of this Lease. The Delivery Certificate
shall constitute a part of this Lease to the same extent as if the provisions
thereof were set forth herein.
2. DEFINITIONS.
"AMORTIZATION DEDUCTIONS" as defined in Section 11 (b)(i)
hereof.
"APPRAISAL PROCEDURE" shall mean the following procedure for
determining the Fair Market Sale Value of any item of Equipment.
If either Lessor or Lessee shall request by notice (the "Appraisal
Request") to the other that such value be determined by the
Appraisal Procedure, (i) Lessor and Lessee shall, within 15 days
after the Appraisal Request, appoint an independent appraiser
mutually satisfactory to them, or (ii) if the parties are unable
to agree on a mutually acceptable appraiser within such time,
Lessor and Lessee shall each appoint one independent appraiser
(PROVIDED that if either party hereto fails to notify the other
party hereto of the identity of the independent appraiser chosen
by it within 30 days after the Appraisal Request, the
determination of such value shall be made by the independent
appraiser chosen by such other party), and (iii) if such
appraisers cannot agree on such value within 20 days after their
appointment and if one appraisal is not within 5% of the other
appraisal, Lessor and Lessee shall choose a third independent
appraiser mutually satisfactory to them (or, if they fail to agree
upon a third appraiser within 25 days after the appointment of the
first two appraisers, such third independent appraiser shall
within 20 days thereafter be appointed by the American Arbitration
Association), and such value shall be determined by such third
independent appraiser within 20 days after his appointment, after
consultation with the other two independent appraisers. If the
first two appraisals are within 5% of each other, then the average
of the two appraisals shall be the Fair Market Sale Value. The
fees and expenses of all appraisers shall be paid by Lessee.
"BUSINESS DAY" shall mean a day other than a Saturday, Sunday or
legal holiday under the laws of the State of Florida.
"CODE" shall mean the Internal Revenue Code of 1954, as amended,
or any comparable successor law.
"COMMENCEMENT DATE" as defined in Section 3 hereof.
"DEFAULT" shall mean any event or condition which after the giving
of notice or lapse of time or both would become an Event of
Default.
"DELIVERY CERTIFICATE" as defined in Section 1 hereof.
"EQUIPMENT" as defined in Section 1 hereof.
"EVENT OF DEFAULT" as defined in Section 18 hereof.
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"EVENT OF LOSS" shall mean, with respect to any item of Equipment,
the actual or constructive total loss of such item of Equipment or
the use thereof, due to theft, destruction, damage beyond repair
or rendition thereof permanently unfit for normal use from any
reason whatsoever, or the condemnation, confiscation or seizure
of, or requisition of title to or use of, such item of Equipment.
"FAIR MARKET SALE VALUE" shall, at any time with respect to any
item of Equipment, be equal to the sale value of such item of
Equipment which would be obtained in an arm's-length
transaction between an informed and willing seller under no
compulsion to sell and an informed and willing buyer-user
(other than a lessee currently in possession or a used
equipment or scrap dealer). For purposes of Section 7(b)
hereof, Fair Market Sale Value shall be determined by (i) an
independent appraiser (at Lessee's expense) selected by Lessor
or (ii) by the Appraiser Procedure if the Appraisal Request is
made at least 90 days (but not more than 360 days) prior to the
termination or expiration of the Lease Term, as the case may
be, which determination shall be made (a) without deduction for
any costs or expenses of dismantling or removal; and (b) on the
assumption that such item of Equipment is free and clear of all
Liens and is in the condition and repair in which it is
required to be returned pursuant to Section 7 (a) hereof. For
purposes of Section 19(c) hereof, Fair Market Sale Value shall
be determined (at Lessee's expense) by an independent appraiser
selected by Lessor, on an "as-is, where-is" basis, without
regard to the provisions of clauses (a) and (b) above; PROVIDED
that if Lessor shall have sold any item of Equipment pursuant
to Section 19(b) hereof prior to giving the notice referred to
in Section 19(c) hereof, Fair Market Sale Value of such item of
Equipment shall be the net proceeds of such sale after
deduction of all costs and expenses incurred by Lessor in
connection therewith; PROVIDED FURTHER, that if for any reason
Lessor is not able to obtain possession of any item of
Equipment pursuant to Section 19(a) hereof, the Fair Market
Sale Value of such item of Equipment shall be zero.
"IMPOSITION" as defined in Section 11 (a) hereof.
"INDEMNITEE" as defined in Section 17 hereof.
"LATE CHARGE RATE" shall mean an interest rate per annum equal to
the higher of two percent (2%) over the Reference Rate or eighteen
percent (18%), but not to exceed the highest rate permitted by
applicable law.
"LEASE" and the terms "hereof", "herein", "hereto" and
"hereunder", when used in this Lease Agreement, shall mean and
include this Lease Agreement, Exhibits and the Delivery
Certificate hereto as the same may from time to time be amended,
modified or supplemented.
"LEASE TERM" Shall mean, with respect to any item of Equipment,
the term of the lease of such item of Equipment hereunder
specified in Section 3 hereof.
"LESSEE" as defined in the introductory paragraph to this Lease.
"LESSOR" as defined in the introductory paragraph of this Lease.
"LESSOR'S VALUE" shall mean, with respect to any item of Equipment
and installation if applicable, the total amount set forth in
Schedule 1 of Exhibit A hereto.
"LESSOR'S LIENS" shall mean (i) any mortgage, pledge, lien,
security interest, charge, encumbrance, financing statement, title
retention or any other right or claim of any person claiming
through or under Lessor, not based upon or relating to ownership
of the Equipment or the lease thereof hereunder and (ii) any
mortgage, pledge, lien, security interest, charge, encumbrance,
financing statement, title retention or any other right or claim
of Owner (other than Lessor) claiming through or under Lessor in
connection with the transactions described in Section 21 (b)
hereof.
"LIENS" shall mean any mortgage, pledge, lien, security interest,
charge, encumbrance, financing statement, title retention or any
other right or claim of any person, other than any Lessor's Lien.
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"LOSS PAYMENT DATE" shall mean with respect to any item of
Equipment the date on which payment, as described in Section 16
(b) hereof, is made to the Lessor by the Lessee as the result of
an Event of Loss with respect to such item. The Loss Payment Date
shall be within ninety (90) days of the said Event of Loss.
"OWNER" shall mean the entity or person having ownership interest
to the Equipment as contemplated by the provisions of Section 21
(b) hereof and may be a person other than Lessor.
"OWNER'S ECONOMICS" shall mean the after-tax yield and periodic
after-tax cash flow anticipated by Owner as of the date of this
Lease, in connection with the transactions contemplated by this
Lease as determined by Owner unless Lessor shall have transferred
its interest in the Equipment to another person as contemplated by
the provisions of Section 21 (b) hereof in which case "Owner's
Economics" shall mean the after-tax yield and periodic after-tax
cash flow anticipated by such person as of the date of the lease
between such person and Lessor contemplated by said provisions, in
connection with the transactions contemplated by such lease as
determined by such person.
"RECOVERY DEDUCTIONS" as defined in Section 11 (b)(i) hereof.
"REFERENCE RATE" shall mean the rate of interest publicly
announced by Citibank, NA in New York, New York from time to time
as its prime rate.
The reference rate is not intended to be the lowest rate of
interest charged by Citibank, NA in connection with extensions of
credit to debtors. The Reference Rate shall be determined at the
close of business on the 15th day of each calendar month (if the
15th day is not a Business Day, then on the first preceding
Business Day) and shall become effective as of the first day of
the calendar month succeeding such determination and shall
continue in effect to, and including, the last day of said
calendar month.
"RENT PAYMENT DATE" shall mean each date on which an installment
of rent is due and payable pursuant to Section 5(a) hereof.
"STIPULATED LOSS VALUE" shall mean, with respect to any item of
Equipment, the amount determined by multiplying the Lessors Value
of such item of Equipment by the percentage set forth in Schedule
A hereto opposite the applicable Rent Payment Date; provided, that
for purposes of Sections 16 (b) and 19 (c) hereof, any
determination of Stipulated Loss Value as of a date occurring
after the final Rent Payment Date with respect to such item of
Equipment, shall be made as of such final Rent Payment Date.
"TAX BENEFITS" shall mean the right to claim such deductions,
credits, and other benefits as are provided by the Code to an
owner of property, including the Recovery Deductions and
Amortization Deductions.
"TURNOVER" shall mean that point in time when the equipment
installation personnel complete testing of the equipment, or when
the equipment is placed into service, whichever first occurs.
All accounting terms not specifically defined herein shall be
construed in accordance with generally accepted accounting
principles.
3. LEASE TERM.
The term of the lease of the Equipment hereunder shall commence on
the Commencement Date specified in the Delivery Certificate ("Commencement
Date") and, unless earlier terminated pursuant to the provisions hereof or at
law or equity, shall continue for a term of sixty (60) months from such
Commencement Date. The Commencement Date specified in the Delivery Certificate
shall be the date on which Turnover occurs at a site provided by Lessee in
accordance with the provisions of Section 4 hereof.
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4. INSTALLATION.
Lessor shall arrange for installation of the Equipment, the cost
of which installation shall be deemed to be part of Lessor's Value. Exhibit A
hereto shall indicate whether such cost is included or excluded from the monthly
rent payments due in accordance with Section 5(a) hereof. If excluded from such
monthly rent payments, Lessor shall separately invoice Lessee for such
installation upon completion thereof and Lessee shall pay such invoice within
thirty (30) days from the date thereof. Lessee shall be obligated to timely
provide a suitable site for the installation of the Equipment in accordance with
the Equipment manufacturer's practices attached hereto as Exhibit C. Lessee
shall be responsible for compliance with environmental requirements and central
office grounding procedures specified in Exhibit C hereto and for providing
adequate space, lighting, heating, air-conditioning and A/C power at the
installation site. Unavailability of Lessee furnished facilities shall be cause
for adjustments to the installation price set forth in Schedule 1 of Exhibit A
hereto.
5. RENT; UNCONDITIONAL OBLIGATIONS.
(a) Lessee agrees to pay to Lessor, at the address specified in
Section 24 hereof or at such other address as Lessor may specify, rent for the
Equipment at a rate not to exceed $(see Schedule G) per $1,000 of the total
Lessor's Value of such items of Equipment, as set forth in Schedule 1 of Exhibit
A dated March 8, 1995, or as Schedule 1 of Exhibit A to the Certificate of
Delivery and Acceptance is from time to time amended, (plus applicable sales or
use taxes) per month, in sixty (60) consecutive monthly installments, with the
first installment of rent being due on the Commencement date unless the
Commencement Date is other than the first day of a calendar month, in which
event the first installment of rent shall be due on the first day of the month
following the Commencement Date, and succeeding installments being due on the
same date of each month thereafter.
(b) Lessee shall also pay to Lessor, on demand, interest at the
Late Charge Rate on any installment of rent and on any other amount owing
hereunder which is not paid on its due date, for any period for which the
same shall be overdue. Each payment made under this Lease shall be applied
first to the payment of interest then owing and then to rent or other amounts
owing hereunder. Interest shall be computed on the basis of a 360-day year
and actual days elapsed.
(c) This Lease is a net lease, and Lessee's obligation to pay
all rent and all other amounts payable hereunder is ABSOLUTE AND
UNCONDITIONAL under any and all circumstances and shall not be affected by
any circumstances of any character whatsoever, including, without limitation,
(i) any set-off, counterclaim, recoupment, defense, abatement or reduction or
any right which Lessee may have against Lessor, the manufacturer or supplier
of any of the Equipment or anyone else for any reason whatsoever; (ii) any
defect in the title, condition, design, or operation of, or lark of fitness
for use of, or any damage to, or loss of, all or any part of the Equipment
from any cause whatsoever; (iii) the existence of any Liens with respect to
the Equipment; (iv) the invalidity, unenforceability or disaffirmance of this
Lease or any other document related hereto; or (v) the prohibition of or
interference with the use or possession by Lessee of all or any part of the
Equipment, for any reason whatsoever, including without limitation, by reason
of (1) claims for patent, trademark or copyright infringement; (2) present or
future governmental laws, rules or orders; (3) the insolvency, bankruptcy or
reorganization of any person; and (4) any other cause whether similar or
dissimilar to the foregoing, any present or future law to the contrary
notwithstanding. Lessee hereby waives, to the extent permitted by applicable
law, any and all rights which it may now have or which may at any time
hereafter be conferred upon it, by statute or otherwise, to terminate,
cancel, quit or surrender the lease of any Equipment. If for any reason
whatsoever this Lease or any Supplement, other than pursuant to Section 16
(b) hereof, shall be terminated in whole or in part by operation of law or
otherwise, Lessee will nonetheless pay to Lessor an amount equal to each
installment of rent at the time such installment would have become due and
payable in accordance with the terms hereof. Each payment of rent or other
amount paid by Lessee hereunder shall be final and Lessee will not seek to
recover all or any part of such payment for Lessor for any reason whatsoever.
6. WARRANTY DISCLAIMER; ASSIGNMENT OF WARRANTIES.
(a) LESSOR NEITHER MAKES NOR SHALL BE DEEMED TO HAVE MADE AND
LESSEE HEREBY EXPRESSLY WAIVES ANY WARRANTY OR REPRESENTATION, EITHER EXPRESS OR
IMPLIED, AS TO THE EQUIPMENT, INCLUDING, WITHOUT LIMITATION, ANY WARRANTY OF
MERCHANTABILITY OR FITNESS OF THE EQUIPMENT FOR ANY PARTICULAR PURPOSE, FREEDOM
FROM INTERFERENCE OR
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INFRINGEMENT OR THE LIKE OR AS TO THE TITLE TO OR LESSOR'S OR LESSEE'S
INTEREST IN THE EQUIPMENT OR AS TO ANY OTHER MATTER RELATING TO THE EQUIPMENT
OR ANY PART THEREOF.
LESSEE CONFIRMS THAT IT HAS SELECTED THE EQUIPMENT AND EACH PART THEREOF
ON THE BASIS OF ITS OWN JUDGMENT AND EXPRESSLY DISCLAIMS RELIANCE UPON ANY
STATEMENTS, REPRESENTATIONS OR WARRANTIES MADE BY LESSOR.
LESSOR NEITHER MAKES NOR SHALL BE DEEMED TO HAVE MADE ANY REPRESENTATION
OR WARRANTY AS TO THE ACCOUNTING TREATMENT TO BE ACCORDED TO THE TRANSACTIONS
CONTEMPLATED BY THIS LEASE OR AS TO ANY TAX CONSEQUENCES AND/OR TAX TREATMENT
THEREOF.
(b) LESSOR HEREBY ASSIGNS TO LESSEE SUCH RIGHTS AS LESSOR MAY HAVE (TO
EXTENT LESSOR MAY VALIDLY ASSIGN SUCH RIGHTS) UNDER ALL MANUFACTURERS' AND
SUPPLIERS' WARRANTIES WITH RESPECT TO THE EQUIPMENT; PROVIDED, HOWEVER, THAT THE
FOREGOING RIGHTS SHALL AUTOMATICALLY REVERT TO LESSOR UPON THE OCCURRENCE AND
DURING THE CONTINUANCE OF ANY EVENT OF DEFAULT HEREUNDER, OR UPON THE RETURN OF
THE EQUIPMENT TO LESSOR. LESSEE AGREES TO SETTLE ALL CLAIMS WITH RESPECT TO THE
EQUIPMENT DIRECTLY WITH THE MANUFACTURERS OR SUPPLIERS THEREOF, AND TO GIVE
LESSOR PROMPT NOTICE OF ANY SUCH SETTLEMENT AND THE DETAILS OF SUCH SETTLEMENT.
HOWEVER, IN THE EVENT ANY WARRANTIES ARE NOT ASSIGNABLE, THE LESSOR AGREES TO
ACT ON BEHALF OF THE LESSEE IN SETTLING CLAIMS ARISING UNDER THE WARRANTY WITH
THE MANUFACTURER OR SUPPLIER.
(c) IN NO EVENT SHALL LESSOR BE LIABLE FOR LOSS OF REVENUE OR PROFITS,
SPECIAL, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY NATURE OR FROM ANY
CAUSE EVEN IF LESSOR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
7. DISPOSITION OF EQUIPMENT.
(a) RETURN.
Lessee shall, upon the expiration of the Lease Term of each item
of Equipment, subject to paragraph (b) below, return such item of Equipment to
Lessor at such place within the continental United States of America as Lessor
shall designate in writing to Lessee. Until such item of Equipment is returned
to Lessor pursuant to the provisions of this Section, all of the provisions of
this Lease with respect thereto shall continue in full force and effect. Lessee
shall pay all the costs and expenses in connection with or incidental to the
return of the Equipment, including, without limitation, the cost of removing,
assembling, packing, insuring and transporting the Equipment. At the time of
such return, the Equipment shall be in the condition and repair required to be
maintained by Section 12 hereof and free and clear of all Liens.
(b) PURCHASE OPTION.
So long as no Default or Event of Default shall have occurred and
be continuing, Lessee may, by written notice given to Lessor at least 120 days
(but not more than 360 days) prior to the expiration date of the Lease Term of
any item of Equipment (which notice shall be irrevocable), elect to purchase
such item of Equipment on such expiration date for a cash purchase price equal
to the Fair Market Sale Value of such item of Equipment determined as of such
expiration date, plus an amount equal to all taxes (other than income taxes on
any gain on such sale), costs and expenses (including legal fees and expenses)
incurred or paid by Lessor in connection with such sale. Upon payment by Lessee
of such purchase price, and of all other amounts then due and payable by Lessee
hereunder, Lessor shall transfer title to such items of Equipment to Lessee on
an "as-is, where-is" basis, without recourse and without representation or
warranty of any kind, express or implied, other than a representation and
warranty that such item of Equipment is free and clear of any Lessor's Liens.
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8. REPRESENTATION AND WARRANTIES.
In order to induce Lessor to enter into this Lease and to lease
the Equipment to Lessee hereunder, Lessee represents and warrants that:
(a) ORGANIZATION.
Lessee is duly organized, validly existing and in good standing
under the laws of the State of California and is duly qualified to do business
and is in good standing in the State in which the Equipment will be located.
(b) POWER AND AUTHORITY.
Lessee has full power, authority and legal right to execute,
deliver and perform this Lease, and the execution, delivery and performance
hereof has been duly authorized by Lessee's governing body or officer(s).
(c) ENFORCEABILITY.
This Lease has been duly executed and delivered by Lessee and
constitutes a legal, valid and binding obligation of Lessee enforceable in
accordance with its terms.
(d) CONSENTS AND PERMITS.
The execution, delivery and performance of this Lease does not
require any approval or consent of any trustee, shareholder, partner, sole
proprietor, or holders of any indebtedness or obligations of Lessee, and will
not contravene any law, regulation, judgment or decree applicable to Lessee, or
the certificate of partnership or incorporation or by-laws of Lessee, or
contravene the provisions of, or constitute a default under, or result in the
creation of any Lien upon any property of Lessee under any mortgage, instrument
or other agreement to which Lessee is a party or by which Lessee or its assets
may be bound or affected; and no authorization, approval, license, filing or
registration with any court or governmental agency or instrumentality is
necessary in connection with the execution, delivery, performance, validity and
enforceability of this Lease.
(e) FINANCIAL CONDITION OF THE LESSEE.
The financial statements of Lessee heretofore furnished to Lessor
are complete and correct and fairly present the financial condition of Lessee
and the results of its operations for the respective periods covered thereby,
there are no known contingent liabilities or liabilities for taxes of Lessee
which are not reflected in said financial statements and since the date thereof,
there has been no material adverse change in such financial condition or
operations.
(f) NO LITIGATION.
There is no action, suit, investigation or proceeding by or
before any court, arbitrator, administrative agency or other governmental
authority pending or threatened against or affecting Lessee (A) which involves
the transactions contemplated by this Lease or the Equipment; or (B) which, if
adversely determined, could have a material adverse effect on the financial
condition, business or operations of Lessee.
(g) UNITED STATES SOURCE INCOME.
No items of Equipment shall be used in a way that results in the
creation of an item of income to Lessor, the source of which for Federal Income
Tax purposes is without the United States.
9. LIENS.
Lessee will not directly or indirectly create, incur, assume,
suffer, or permit to exist any Lien on or with respect to the Equipment.
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10. INSURANCE.
Lessee shall maintain at all times on the Equipment, at its
expense, property damage, direct damage and liability insurance in such amounts,
against such risks, in such form and with such insurers as shall be reasonably
satisfactory to Lessor and any other Owner, provided, that the amount of direct
damage insurance shall not on any date be less than the greater of the full
replacement value or the Stipulated Loss Value of the Equipment as of such date.
Each insurance policy will, among other things, name Lessor and any other Owner
as an additional insured or as loss payee (as the case may be) as their
interests may appear, require that the insurer give Lessor and any such Owner at
least thirty (30) days prior written notice of any alteration in or cancellation
of the terms of such policy, and require that the interest of Lessor and any
such Owner be continued insured regardless of any breach of or violation by
Lessee of any warranties, declarations or conditions contained in such insurance
policy. Lessee shall furnish to Lessor and such Owner a certificate or other
evidence satisfactory to Lessor that such insurance coverage is in effect
provided, however, that Lessor and such Owner shall be under no duty to
ascertain the existence or adequacy of such insurance.
11. TAXES.
(a) GENERAL TAX PROVISIONS.
Lessee shall pay, and shall indemnify and hold Lessor harmless
from and against, all fees, taxes (whether sales, use, excise, personal
property or other taxes), imposts, duties, withholdings, assessments and other
governmental charges of whatever kind or character, however designated (together
with any penalties, fines or interest thereon), all of the foregoing being
herein collectively called "Impositions", which are at any time levied or
imposed against Lessor, Lessee, this Lease, the Equipment or any part thereof by
any Federal, State, or Local Government or taxing authority in the United States
or by any foreign government or any subdivision or taxing authority thereof
upon, with respect to, as a result of or measured by (i) the Equipment (or any
part thereof), or this Lease or the interests of the Lessor therein; or (ii) the
purchase, ownership, delivery, leasing, possession, maintenance, use, operation,
return, sale or other disposition of the Equipment or any part thereof; or
(iii) the rentals, receipts or earnings payable under this Lease or otherwise
arising from the Equipment or any part thereof; EXCLUDING, HOWEVER, taxes based
on or measured by the net income of Lessor that are imposed by (1) the United
States of America, or (2) the State of Florida or any political subdivision of
the State of Florida, or (3) any other State of the United States of America or
any political subdivision of any such State in which Lessor is subject to
Impositions as the result (whether solely or in part) of business or
transactions unrelated to this Lease. In case any report or return is required
to be filed with respect to any obligation of Lessee under this Section or
arising out of this Section, Lessee will notify Lessor of such requirement and
make such report or return in such manner as shall be satisfactory to Lessor;
PROVIDED, that the payment of any use taxes shall be made in such manner as
specified by Lessor in writing to Lessee; or (iv) The provisions of this Section
shall survive the expiration or earlier termination of this Lease.
(b) SPECIAL TAX PROVISIONS.
(i) The Owner of the items of Equipment, shall be entitled
to take into account in computing its Federal income tax liability, Current Tax
Rate and such deductions, credits, and other benefits as are provided by the
Code to an owner of property, including, without limitation:
(A) Recovery deductions ("Recovery Deductions") under
Section 168 (a) of the Code for each item of Equipment in an amount determined,
commencing with the 1995 taxable year, by multiplying the Owner's Cost of such
item of Equipment by the percentages applicable under Section 168 (b) of the
Code with respect to "(5)-year property" within the meaning of Section 168
(c)(2) of the Code;
(B) Amortization of expenses ("Amortization Deductions")
paid or to be paid by Owner in connection with this Lease at a rate no less
rapid than straight line over the Lease Term.
(ii) For the purposes of this Subsection 11 (b) only, the
term "Owner" shall include the "common parent" and all other corporations
included in the affiliated group, within the meaning of Section 1504 of the Code
(or any other successor section thereto), of which Owner is or becomes a member.
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12. COMPLIANCE WITH LAWS; OPERATION AND MAINTENANCE.
(a) Lessee will use the Equipment in a careful and proper manner,
will comply with and conform to all governmental laws, rules and regulations
relating thereto, and will cause the Equipment to be operated in accordance with
the manufacturer's or supplier's instructions or manuals.
(b) Lessee will, at its own expense, keep and maintain the
Equipment in good repair, condition and working order and furnish all parts,
replacements, mechanisms, devices and servicing required therefor so that the
value, condition and operating efficiency therefor will at all times be
maintained and preserved, reasonable wear and tear excepted. All such repairs,
parts, mechanisms, devices and replacements shall immediately, without further
act, become the property of Lessor and part of the Equipment.
(c) Lessee will not make or authorize any improvement, change,
addition or alteration to the Equipment (i) if such improvement, change,
addition or alteration will impair the originally intended function or use of
the Equipment or impair the value of the Equipment as it existed immediately
prior to such improvement, change, addition or alteration; or (ii) if any parts
installed in or attached to or otherwise becoming a part of the Equipment as a
result of any such improvement, change, addition or alteration shall not be
readily removable without damage to the Equipment. Any part which is added to
the Equipment without violating the provisions of the immediately preceding
sentence and which is not a replacement or substitution for any property which
was a part of the Equipment, shall remain the property of Lessee and may be
removed by Lessee at any time prior to the expiration or earlier termination of
the Lease Term. All such parts shall be and remain free and clear of any Liens.
Any such part which is not so removed prior to the expiration or earlier
termination of the Lease Term shall, without further act, become the property of
Lessor.
13. INSPECTION.
Upon prior notice, Lessor or its authorized representatives may at
any reasonable time or times inspect the Equipment when it deems it necessary to
protect its interest therein.
14. IDENTIFICATION.
Lessee shall, at its expense, attach to each item of Equipment a
notice satisfactory to Lessor disclosing Owner's ownership of such item of
Equipment.
15. PERSONAL PROPERTY.
Lessee represents that the Equipment shall be and at all times
remain separately identifiable personal property. Lessee shall, at its expense,
take such action (including the obtaining and recording of waivers) as may be
necessary to prevent any third party from acquiring any right to or interest in
the Equipment by virtue of the Equipment being deemed to be real property or a
part of real property or a part of other personal property, and if at any time
any person shall claim any such right or interest, Lessee shall, at its expense,
cause such claim to be waived in writing or otherwise eliminated to Lessor's
satisfaction within 30 days after such claim shall have first become known to
Lessee.
16. LOSS OR DAMAGE.
(a) All risk of loss, theft, damage or destruction to the
Equipment or any part thereof, however incurred or occasioned, shall be borne by
Lessee and, unless such occurrence constitutes an Event of Loss pursuant to
paragraph (b) of this Section, Lessee shall promptly give Lessor written notice
hereof and shall promptly cause the affected part or parts of the Equipment to
be replaced or restored to the condition and repair required to be maintained by
Section 12 hereof.
(b) If an Event of Loss with respect to any item of Equipment
shall occur, Lessee shall promptly give Lessor written notice thereof, and
Lessee shall pay to Lessor as soon as it receives insurance proceeds with
respect to said Event of Loss but in any event no later than 90 days after the
occurrence of said Event of Loss an amount equal to the sum of (i) the
Stipulated Loss Value of such item of Equipment computed as of the Rent Payment
Date with
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respect to such item of Equipment, or immediately preceding the date of the
occurrence of such Event of Loss; and (ii) all rent and other amounts due and
owing hereunder for such item of Equipment on or prior to the Loss Payment
Date. Upon payment of such amount to Lessor, the lease of such item of
Equipment hereunder shall terminate, and Lessor will transfer within forty
days to Lessee, Lessor's right, title and interest in and to such item of
Equipment, on an "as-is, where-is" basis, without recourse and without
representation or warranty, express or implied, other than a representation
and warranty that such item of Equipment is free and clear of any Lessor's
Liens.
(c) Any payments received at any time by Lessor or Lessee from
any insurer with respect to loss or damage to the Equipment shall be applied
as follows: (i) if such payments are received with respect to an Event of
Loss they shall be paid to Lessor, but to the extent received by Lessor, they
shall reduce or discharge, as the case may be, Lessee's obligation to pay the
amounts due to Lessor under Section 16 (b) hereof with respect to such Event
of Loss; or (ii) if such payments are received with respect to any loss of or
damage to the Equipment other than an Event of Loss, such payments shall,
unless a Default or Event of Default shall have occurred and be continuing,
be paid over to Lessee to reimburse Lessee for its payment of the costs and
expenses incurred by Lessee in replacing or restoring pursuant to Section
16 (a) hereof the part or parts of the Equipment which suffered such loss or
damage.
17. GENERAL INDEMNITY.
Lessee assumes liability for, and shall indemnify, protect save
and keep harmless Lessor and its agents, servants, successors and assigns
(an "Indemnitee") from and against any and all liabilities, obligations,
losses, damages, penalties, claims, actions, suits, costs and expenses,
including reasonable legal expenses, of whatsoever kind and nature, imposed
on, incurred by or asserted against any Indemnitee, in any way relating to or
arising out of this Lease or the enforcement hereof, or the manufacture,
purchase, acceptance, rejection, ownership, possession, use, selection,
delivery, lease, operation, condition, sale, return or other disposition of
the Equipment or any part thereof (including, without limitation, latent or
other defects, whether or not discoverable by Lessee or any other person, any
claim in tort for strict liability and any claim for patent, trademark or
copyright infringement); provided, however, that Lessee shall not be required
to indemnify any Indemnitee for loss or liability arising from acts or events
which occur after the Equipment has been returned to Lessor in accordance
with the Lease, or for loss or liability resulting solely from the willful
misconduct or gross negligence of such Indemnitee. The provisions of this
Section shall survive the expiration or earlier termination of this Lease.
18. EVENTS OF DEFAULT.
The following events shall each constitute an event of default
(herein called "Event of Default") under this Lease:
(i) Lessee shall fail to execute and deliver to Lessor (or
Lessor's agent) the "Delivery Certificate" within twenty-four (24) hours of
Turnover of the Equipment to Lessee.
(ii) Lessee shall fail to commence lease payments on the first day
of the month following the Commencement Date, or such other initiation of lease
payments as specified in Section 5 of this Lease.
(iii) Lessee shall fail to make any payment of rent or other
amount owing hereunder after notice has been given that payment is past due; or
(iv) Lessee shall fail to maintain the insurance required by
Section 10 hereof or to perform or observe any of the covenants contained in
Sections 21 or 22 hereof; or
(v) Lessee shall fail to perform or observe any other covenant,
condition or agreement to be performed or observed by it with respect to this
Lease and such failure shall continue unremedied for 30 days after the earlier
of (a) the date on which Lessee obtains, or should have obtained knowledge of
such failure; or (b) the date on which notice thereof shall be given by Lessor
to Lessee; or
(vi) Any representation or warranty made by Lessee herein or in
any document, certificate or financial or other statement now or hereafter
furnished Lessor in connection with this Lease shall prove at any time to have
been untrue, incomplete or misleading in any material respect as of the time
when made; or
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(vii) The entry of a decree or order for relief by a court
having jurisdiction in respect of Lessee, adjudging Lessee a bankrupt or
insolvent, or approving as properly filed a petition seeking a
reorganization, arrangement, adjustment or composition of or in respect of
Lessee in an involuntary proceeding or case under the Federal bankruptcy
laws, as now or hereafter constituted, or any other applicable Federal or
State bankruptcy, insolvency or other similar law, or appointing a receiver,
liquidator, assignee, custodian, trustee or sequestrator (or similar
official) of Lessee or of any substantial part of its property, or ordering
the winding-up or liquidation of its affairs, and the continuance of any such
decree or order unstayed and in effect for a period of 30 days; or
(viii) The institution by Lessee of proceedings to be adjudicated
a bankrupt or insolvent, or the consent by it to the institution of bankruptcy
or insolvency proceedings against it, or the commencement by Lessee of a
voluntary proceeding or case under the Federal bankruptcy laws, as now or
hereafter constituted, or any other applicable Federal or state bankruptcy,
insolvency or other similar law, or the consent by it to the filing of any such
petition or to the appointment of or taking possession by a receiver,
liquidator, assignee, trustee, custodian or sequestrator (or other similar
official) of Lessee or of any substantial part of its property, or the making by
it of any assignment for the benefit of creditors or the admission by it of its
inability to pay its debts generally as they become due or its willingness to be
adjudicated a bankrupt or the failure of Lessee generally to pay its debts as
they become due or the taking of corporate action by Lessee in furtherance of
any of the foregoing.
19. REMEDIES. If an Event of Default specified in Subsection 18(vii)
or (viii) above shall occur, then, and in any such event, Lessor shall not be
obligated to purchase or lease any of the Equipment and this Lease shall,
without any declaration or other action by Lessor, be in default. If an Event of
Default, other than an Event of Default specified in Subsection 18(vii) or
(viii) above, shall occur, Lessor may, at its option, declare this Lease to be
in default. At any time after this Lease is in default under the first sentence
of this Section 19, Lessor has declared this Lease to be in default under the
second sentence of this Section 19, Lessor and/or its representative may do any
one or more of the following with respect to all of the Equipment or any part
thereof as Lessor in its sole discretion shall elect, to the extent permitted by
applicable law then in effect:
(a) demand that Lessee, and Lessee shall at its expense upon
such demand, return the Equipment promptly to Lessor at such place in the
continental United States of America as Lessor shall specify, or Lessor and/or
its agents, at its option, may with or without entry upon the premises where the
Equipment is located and disable the Equipment, or make the Equipment inoperable
permanently or temporarily in Lessor's sole discretion, and/or take immediate
possession of the Equipment and remove the same by summary proceedings or
otherwise, all without liability for or by reason of such entry or taking of
possession, whether for the restoration of damage to property caused by such
taking or for disabling or otherwise;
(b) sell the Equipment at public or private sale, with or
without notice, advertisement or publication, as Lessor may determine, or
otherwise dispose of, hold, use, operate, lease to others or keep idle the
Equipment as Lessor in its sole discretion may determine, all free and clear of
any rights of Lessee and without any duty to account to Lessee with respect to
such action or inaction or for any proceeds with respect thereto;
(c) by written notice to Lessee specifying a payment date which
shall be not earlier than 20 days after the date of such notice, demand that
Lessee pay to Lessor, and Lessee shall pay to Lessor, on the payment date
specified in such notice, as liquidated damages for loss of a bargain and not as
a penalty, all accrued and unpaid rent for the Equipment due on all Rent Payment
Dates up to and including the payment date specified in such notice PLUS an
amount (together with interest on such amount at the Late Charge Rate, from the
payment date specified in such notice to the date of actual payment) equal to
the excess, if any, of the Stipulated Loss Value of the Equipment as of the
payment date specified in such notice over the Fair Market Sale Value of the
Equipment as of such date;
(d) Lessor may exercise any other right or remedy which may be
available to it under applicable law or proceed by appropriate court action to
enforce the terms hereof or to recover damages for the breach hereof or to
rescind this Lease. Lessor is entitled to recover any amount that fully
compensates the Lessor for any damage to or loss of the Lessor's residual
interest in the leased property caused by the Lessee's default.
In the event any present value discounting is applied, the discount rate
used shall be the Federal Reserve Board Discount Rate.
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In addition, Lessee shall be le for any and all unpaid rent and
other amounts due hereunder before or during the exercise of any of the
foregoing remedies and for all reasonable legal fees and other costs and
expenses incurred by reason of the occurrence of any Event of Default or the
exercise of Lessor's remedies with respect thereto, including all reasonable
costs and expenses incurred in connection with the placing of the Equipment
in the condition required by Section 12 hereof.
No remedy referred to in this Section 19 is intended to be exclusive,
but each shall be cumulative and in addition to any other remedy referred to
herein or otherwise available to Lessor at law or in equity; and the
exercise or beginning of exercise by Lessor of any one or more of such
remedies shall not preclude the simultaneous or later exercise by Lessor of
any or all such other remedies. No express or implied waiver by Lessor of an
Event of Default shall in any way be, or be construed to be, a waiver of any
future or subsequent Event of Default. To the extent permitted by applicable
law, Lessee hereby waives any rights now or hereafter conferred by statute or
otherwise which may require Lessor to sell or lease or otherwise use the
Equipment in mitigation of Lessor's damages or losses or which may otherwise
limit or modify any of Lessor's rights or remedies under this Lease.
20. LESSOR'S RIGHT TO PERFORM. If Lessee fails to make any payment
required to be made by it hereunder or fails to perform or comply with any of
its other agreements contained herein, Lessor may itself make such payment or
perform or comply with such agreement, and the amount of such payment and the
amount of the reasonable expenses of Lessor incurred in connection with such
payment or the performance of or compliance with such agreement, as the case may
be, together with interest thereon at the Late Charge Rate, shall be deemed to
be additional rent, payable by Lessee within 30 days of notice.
21. LOCATION; ASSIGNMENT OR SUBLEASE; TITLE TRANSFER.
(a) LESSEE WILL NOT REMOVE THE EQUIPMENT FROM THE LOCATION
SPECIFIED IN SCHEDULE 1 OF EXHIBIT A WITHOUT THE PRIOR WRITTEN CONSENT OF
LESSOR, SUCH CONSENT NOT TO BE UNREASONABLY WITHHELD, EXCEPT REMOVAL OUTSIDE
THE CONTINENTAL U.S. IS NOT PERMITTED. THE EQUIPMENT SHALL AT ALL TIMES BE IN
THE SOLE POS SESSION AND CONTROL OF LESSEE AND LESSEE WILL NOT, WITHOUT THE
PRIOR WRITTEN CONSENT OF LESSOR, SUCH CONSENT NOT TO BE UNREASONABLY
WITHHELD, ASSIGN THIS LEASE OR ANY INTEREST HEREIN OR SUB LEASE OR OTHERWISE
TRANSFER ITS INTEREST IN ANY OF THE EQUIPMENT, AND ANY ATTEMPTED ASSIGNMENT,
SUBLEASE OR OTHER TRANSFER BY LESSEE IN VIOLATION OF THESE PROVISIONS SHALL
BE VOID.
(b) LESSOR AND LESSEE ACKNOWLEDGE THAT LESSOR (i) MAY TRANSFER
ITS INTEREST IN THE EQUIPMENT TO AN OWNER OTHER THAN LESSOR. LESSOR MAY
CONTEMPORANEOUSLY THEREWITH LEASE THE EQUIPMENT BACK FROM SUCH OWNER, AND
(ii) MAY ASSIGN THIS LEASE. LESSEE HEREBY CONSENTS TO EACH OF THE
ABOVE-DESCRIBED TRANSACTIONS. FURTHER LESSEE DOES HEREBY ACKNOWLEDGE (i) THAT
ANY SUCH ASSIGNMENT BY LESSOR DOES NOT MATERIALLY CHANGE LESSEE'S DUTIES AND
OBLIGATION HEREUNDER, (ii) THAT SUCH ASSIGNMENT DOES NOT MATERIALLY INCREASE
THE BURDEN OR RIGHT IMPOSED ON THE LESSEE, AND (iii) THAT THE ASSIGNMENT IS
PERMITTED EVEN IF THE ASSIGNMENT COULD BE DEEMED TO MATERIALLY AFFECT THE
INTEREST OF THE LESSEE.
22. STATUS CHANGES IN LESSEE. Lessee will not without thirty (30) days
prior written notice to Lessor, (a) enter into any transaction of merger or
consolidation unless it is the surviving corporation or after giving effect to
such merger or consolidation its net worth equals or exceeds that which existed
prior to such merger or consolidation; or (b) change the form of organization of
its business; or (c) change its name or its chief place of business. Lessee must
obtain Lessor's prior written concurrence, such concurrence not to be
unreasonably withheld, before Lessee may undertake any actions to (a) liquidate
or dissolve or similar action of the Lessee's organization, or (b) sell,
transfer or otherwise dispose of all or any substantial part of Lessee's assets.
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23. FURTHER ASSURANCE, FINANCIAL INFORMATION.
(a) Lessee will, at its expense, promptly and duly execute and
deliver to Lessor such further documents and assurances and take such further
action as Lessor may from time to time reasonably request in order to establish
and protect the rights, interests and remedies created or intended to be created
in favor of Lessor hereunder, including, without limitation, the execution and
filing of Uniform Commercial Code financing statements covering the Equipment
and proceeds therefrom in the jurisdictions in which the Equipment is located
from time to time. To the extent permitted by applicable law, Lessee hereby
authorizes Lessor to file any such financing statements without the signature of
Lessee.
(b) Lessee will qualify to do business and remain qualified in
good standing, in each jurisdiction in which the Equipment is from time to time
located.
(c) Lessee will furnish to Lessor as soon as available, but in
any event not later than 90 days after the end of each fiscal year of Lessee,
a consolidated balance sheet of Lessee as at the end of such fiscal year, and
consolidated statements of income and changes in financial position of Lessee
for such fiscal year, all in reasonable detail, prepared in accordance with
generally accepted accounting principles applied on a basis consistently
maintained throughout the period involved. These reports will not be
disclosed to anyone other than the Lessor and/or the Owner as provided in
Section 21 (b).
24. NOTICES. All notices, demands and other communications
hereunder shall be in writing, and shall be deemed to have been given or made
when deposited in the United States mail, first class postage prepaid,
addressed as follows or to such other address as any of the authorized
representatives of the following entities may from time to time designate in
writing to the other listed below:
Lessor: Telecommunications Finance Group
400 Rinehart Road
Lake Mary, Florida 32746
Lessee: Communications TeleSystems International
4350 LaJolla Village Drive
San Diego, CA 92122
25. CONDITIONS PRECEDENT:
(a) Lessor shall not be obligated to lease the items of Equipment
described herein to Lessee hereunder unless:
(i) Such Uniform Commercial Code financing statements
covering Equipment and proceeds therefrom and landlord and/or mortgagee waivers
or disclaimers and/or severance agreements with respect to the items of
Equipment covered by this Lease as Lessor shall deem necessary or desirable in
order to perfect and protect its interests therein shall have been duly executed
and filed, at Lessee's expense, in such public offices as Lessor shall direct;
(ii) All representations and warranties of Lessee contained
herein or in any document or certificate furnished Lessor in connection herewith
shall be true and correct on and as of the date of this Lease with the same
force and effect as if made on and as of such date; no Event of Default or
Default shall be in existence on such date or shall occur as a result of the
lease by Lessee of the Equipment specified in Schedule 1 of Exhibit A;
(iii) In the sole judgment of Lessor, there shall have been
no material adverse change in the financial condition or business of Lessee;
(iv) All proceedings to be taken in connection with the
transactions contemplated by this Lease, and all documents incidental
thereto, shall be satisfactory in form and substance to Lessor and its
counsel;
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(v) Lessor shall have received from Lessee, in form and
substance satisfactory to it, such other documents and information as Lessor
shall reasonably request;
(vi) All legal matters in connection with the transactions
contemplated by this Lease shall be satisfactory to Lessor's counsel; and
(vii) No Change in Tax Law, which in the sole judgment of
Lessor would adversely affect Lessor's Economics, shall have occurred or shall
appear, in Lessor's good faith judgment, to be imminent.
26. SOFTWARE LICENSE. Reference is made to the form of DCO Software
Product License Agreement attached hereto as Exhibit B (the "License Document").
Lessor has arranged for the Equipment manufacturer to grant Lessee a license to
use the Software as defined in the License Document in conjunction with the
equipment leased hereunder in accordance with the terms of the License Document.
The original license fee is contained in the lease rate. To avail itself of the
license grant, Lessee must execute the License Document, upon Commencement of
the Lease. The option to obtain a fully paid up license as provided in Article 2
of the License Document shall be exercised by the Lessee and the payment made
directly to the equipment manufacturer named in the License Document and must be
exercised in conjunction with the option provided in Section 7(b) of the Lease,
to purchase the Equipment. "Buyer" and "Licensee" as used in the License
Document are synonymous with lessee.
27. LIMITATION OF LIABILITY.
LESSOR SHALL NOT BE LIABLE FOR LOST PROFITS OR REVENUE,
SPECIAL, INDIRECT, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES OF ANY
NATURE OR FROM ANY CAUSE WHETHER BASED IN CONTRACT OR TORT, INCLUDING
NEGLIGENCE, OR OTHER LEGAL THEORY EVEN IF LESSOR HAS BEEN ADVISED OF THE
POSSIBILITY OF SUCH DAMAGES. LESSEE HEREBY AGREES THAT LESSOR WILL NOT BE
LIABLE FOR ANY LOST PROFITS OR REVENUE OR FOR ANY CLAIM OR DEMAND AGAINST
LESSEE BY ANY OTHER PARTY.
28. MISCELLANEOUS.
(a) Any provision of this Lease which is prohibited or
unenforceable in any jurisdiction shall, as to such jurisdiction, be
ineffective to the extent of such prohibition or unenforceability without
invalidating the remaining provisions hereof, and any such prohibition or
unenforceability in any jurisdiction shall not invalidate or render
unenforceable such provisions in any other jurisdiction. To the extent permitted
by applicable law, Lessee hereby waives any provision of law which renders any
provision hereof prohibited or unenforceable in any respect.
(b) No terms or provisions of this Lease may be changed, waived,
discharged or terminated orally, but only by an instrument in writing signed by
the party against which the enforcement of the change, waiver, discharge or
termination is sought. No delay or failure on the part of Lessor to exercise any
power or right hereunder shall operate as a waiver thereof, nor as an
acquiescence in any default, nor shall any single or partial exercise of any
power or right preclude any other or further exercise thereof, or the exercise
of any other power or right. After the occurrence of any Default or Event of
Default, the acceptance by Lessor of any payment of rent or other sum owed by
Lessee pursuant hereto shall not constitute a waiver by Lessor of such Default
or Event of Default, regardless of Lessor's knowledge or lack of knowledge
thereof at the time of acceptance of any such payment, and shall not constitute
a reinstatement of this Lease, if this Lease shall have been declared in default
by Lessor pursuant to Section 18 hereof or otherwise, unless Lessor shall have
agreed in writing to reinstate the Lease and to waive the Default or Event of
Default.
In the event Lessee tenders payment to Lessor by check or draft
containing a qualified endorsement purporting to limit or modify Lessee's
liability or obligations under this Lease, such qualified endorsement shall be
of no force and effect even if Lessor processes the check or draft for payment.
(c) This Lease with exhibits contains the full, final and
exclusive statement of the agreement between Lessor and Lessee relating to
the lease of the Equipment.
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(d) This Lease shall constitute an agreement of an operating
lease, and nothing herein shall be construed as conveying to Lessee any
right, title or interest in the Equipment except as Lessee only.
(e) This Lease and the covenants and agreements contained
herein shall be binding upon, and inure to the benefit of, Lessor and its
successors and assigns and Lessee and, to the extent permitted by Section 21
hereof, its successors and assigns.
(f) The headings of the Sections are for convenience of
reference only, are not a part of this Lease and shall not be deemed to
affect the meaning or construction of any of the provisions hereof.
(g) This Lease may be executed by the parties hereto on any
number of separate counterparts, each of which when so executed and delivered
shall be an original, but all such counterparts shall together constitute but
one and the same instrument.
(h) This Lease is deemed made and entered into in the State of
Florida and shall be governed by and construed under and in accordance with
the laws of the State of Florida as if both parties were residents of Florida.
(i) Lessee hereby irrevocably consents and agrees that any
legal action, suit, or proceeding arising out of or in any way in connection
with this Lease shall be instituted or brought in the courts of the State of
Florida, or the United States Courts for the District of Florida, and by
execution and delivery of this Lease, Lessee hereby irrevocably accepts and
submits to, for itself and in respect of its property, generally and
unconditionally, the nonexclusive jurisdiction of any such court, and to all
proceedings in such courts. Lessee irrevocably consents to service of any
summons and/or legal process by registered or certified United States mail,
postage prepaid, to Lessee at the address set forth in Section 24 hereof,
such method of service to constitute, in every respect, sufficient and
effective service of process in any legal action or proceeding. Nothing in
this Lease shall affect the right to service of process in any other manner
permitted by law or limit the right of Lessor to bring actions, suits or
proceedings in the court of any other jurisdiction. Lessee further agrees
that final judgment against it in any such legal action, suit or proceeding
shall be conclusive and may be enforced in any other jurisdiction, within or
outside the United States of America, by suit on the judgment, a certified or
exemplified copy of which shall be conclusive evidence of the fact and the
amount of the liability.
IN WITNESS WHEREOF, Lessor and Lessee have each caused this Lease to be
duly executed as of the day and year first above written and by its signature
below Lessee expressly acknowledges that this Lease may not be modified unless
done so in a writing signed by each of the parties hereto or their successors in
interest.
COMMUNICATIONS TELESYSTEMS
INTERNATIONAL (Lessee)
By: /s/ Mark D. Buckner
---------------------------
Mark D. Buckner EVP
------------------------------
(Name & Title)
Date Signed: 3-9-95
------------------
TELECOMMUNICATIONS FINANCE GROUP
By: /s/ CR Calloway
---------------------------
------------------------------
Authorized Representative of
Telecommunications Finance Group
Date Signed: 23 May 1995
------------------
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LIST OF OMITTED SCHEDULES AND EXHIBITS
The following Schedules and Exhibits to the Lease Agreement (3/8/95) have
been omitted from this Exhibit and shall be furnished supplementally to the
Commission upon request:
Schedule B - Amendment to Lease Agreement
Schedule C - Amendment to Lease Agreement
Schedule D - Amendment to Lease Agreement
Schedule F - Amendment to Lease Agreement
Schedule G - Amendment to Lease Agreement
Exhibit A - Certificate of Delivery and Acceptance
Exhibit B - Software License Agreement