Leaseback Agreement - Leasing Catalunya Establecimiento Financiero de Credito SA and Telvent Housing SA
LISCAT
LEASING CATALUNYA. E.F.C. S.A
Grup CAIXA Catalunya
MOVABLE GOODS FINANCIAL LEASE CONTRACT NUMBER 034393 2
MODEL APPROVED BY DECISION OF THE GENERAL REGISTER DIRECTORATE DATED 22 MAY 2002
SPECIAL TERMS
FORM NUMBER PAGE NUMBER
1. IDENTIFICATION AND REPRESENTATION OF THE PARTIES
FINANCIAL LESSOR: LEASING CATALUNYA ESTABLECIMIENTO FINANCIERO DE CREDITO S.A.
CIF (COMPANY TAX IDENTIFICATION NUMBER) A58255043
REGISTERED HEAD OFFICE: CALLE FONTANELLA, 5-7 1(a)PLANTA, 08010 BARCELONA
MERCANTILE REGISTER OF BARCELONA, VOLUME 22,026 OF COMPANY BOOK 7098, SECTION
TWO, FOLIO 22, PAGE B-30,593, ENTERED IN THE REGISTER OF THE BANK OF SPAIN WITH
THE NUMBER 4779.
REPRESENTED BY ITS EMPOWERED AGENT IGNASI MARTIN MORALES WITH DNI (NATIONAL
IDENTITY DOCUMENT) 40975710Z UNDER A DEED OF EMPOWERMENT AUTHORIZED BY THE
NOTARY PUBLIC OF BARCELONA, JOSE MARQUENO DE LLANO WITH THE NUMBER 362 OF HIS
PROTOCOL ORDER, DATED 11 FEBRUARY 2003.
FINANCIAL LESSEE (HEREINAFTER, CLIENT) NAME OR TRADENAME
01 - TELVENT HOUSING, S.A.
CIF / NIF (TAX IDENTIFICATION NUMBER)
01 - A82232448
REGISTERED HEAD OFFICE
01 - VALGRANDE, 6, 28100 ALCOBENDAS
01 - REGISTER OF VOLUME OF BOOK FOLIO
ENTRY
REPRESENTED BY ITS EMPOWERED AGENT JOSE IGNACIO DEL BARRIO GOMEZ with DNI
51343948J
BY VIRTUE OF A DEED AUTHORIZED BY THE NOTARY PUBLIC OF MADRID
CARLOS PEREZ BAUDIN DATED 14 NOVEMBER 2000
AND WITH THE PROTOCOL ORDER NUMBER 3694.
CLIENT'S GUARANTOR(S). NAME OR TRADENAME
01 - ABENGOA, S.A.
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CIF / NIF
01 - A41002288
REGISTERED HEAD OFFICE
01 - AVENIDA CARLOS V, 20*, 41004 SEVILLE (*corrected to: WE SAY AVENIDA
DE LA BUHANEZ 2)
01 - REGISTER OF VOLUME OF BOOK FOLIO
ENTRY
REPRESENTED BY ITS MIGUEL ANGEL FERNANDEZ MORENO with
DNI 51356303V
BY VIRTUE OF A DEED AUTHORIZED BY THE NOTARY PUBLIC OF MADRID
FERNANDO MOLINA STRANZ DATED 27 DECEMBER 2002 AND WITH THE
PROTOCOL ORDER NUMBER. 1052
2. CONTRACT TERM
THIS FINANCIAL LEASE CONTRACT WILL RUN FOR 42 MONTHS FROM THE DATE OF SIGNING
SAME.
3. THIS CONTRACT REFERS TO THE FOLLOWING GOODS:
DESCRIPTION OF THE GOODS:
SEE ATTACHED BILL
VEHICLE IDENTIFICATION NUMBER:
LICENSE NUMBER:
SUPPLIER: TELVENT HOUSING, S.A. WITH CIF A82232448 AND REGISTERED
HEAD OFFICE IN VALGRANDE, 6, 28100 ALCOBENDAS
GOODS PURCHASE PRICE: 3,296,257.65 EUROS
GOODS LOCATION SITE: ALCOBENDAS
4. PRICE AND FORM OF PAYMENT
THE TOTAL PRICE TO BE PAID BY THE CLIENT, INCLUDING THE INTEREST PAYMENT AND
INDIRECT TAX AMOUNTS TO:
4,086,335.35 EUROS
TO BE PAID IN 42 INSTALLMENTS OF 573,548.83 EUROS EACH. OF THIS SUM, 494,438.65
EUROS CORRESPOND TO THE ROYALTY STRICTLY SPEAKING AND 79,110.18 EUROS TO THE VAT
INCUMBENT THEREON, WITHOUT DETRIMENT TO SUCH ALTERATIONS AS MAY OCCUR IN SAID
TAXES AS A RESULT OF THE ESTABLISHED INTEREST RATE REVIEW AGREEMENT OR ANY
ALTERATIONS IN THE VAT RATE OR ANY TAX THAT MAY REPLACE IT IN THE FUTURE.
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In MADRID on 7 NOVEMBER 2003 In MADRID on 7 NOVEMBER 2003
LEASING CATALUNYA E.F.C. S.A.
THE FINANCIAL LESSOR
In MADRID on 7 NOVEMBER 2003
THE GUARANTOR(S)
I HEREBY CERTIFY SAME
FERNANDO MOLINA STRANZ
NOTARY PUBLIC OF MADRID
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LISCAT
LEASING CATALUNYA. E.F.C. S.A
Grup CAIXA Catalunya
MOVABLE GOODS FINANCIAL LEASE CONTRACT NUMBER 034393 2
MODEL APPROVED BY DECISION OF THE GENERAL REGISTER DIRECTORATE DATED 22 MAY 2002
SPECIAL TERMS
FORM NUMBER PAGE NUMBER
THE FIRST OF SAID INSTALLMENTS SHALL BE PAID ON THE DATE OF SIGNING THIS
CONTRACT AND THE SUBSEQUENT ONES ON THE SAME DAY OF THE FOLLOWING MONTHS.
THE AMORTIZATION TABLE SPECIFIES THE PRICE, THE AMOUNT OF EACH INSTALLMENT AND
ALSO THE PART THEREOF CORRESPONDING TO THE FOLLOWING: AMORTIZATION OF THE
CAPITAL ADVANCED BY THE LESSOR OR GOODS RECOVERY COST, THE INTEREST PAYMENT AND,
WHERE APPLICABLE, THE INDIRECT TAX.
5. FINANCIAL DETAILS OF THE CONTRACT
INVESTMENT 3,296,257.65 EUROS
EXCEPTIONAL INSTALLMENT 0.00 EUROS RESIDUAL VALUE 1.00 EURO
INDIRECT TAX (VAT) 16% INITIAL NOMINAL ANNUAL INTEREST RATE 305185%
CASH GUARANTEE (**) 0.00 EUROS CONSTANT SPREAD 1.1 EUROS
ARRANGEMENT FEE 8,240.64 ORIGINATION FEE 0.0 EUROS
DENOMINATION OF REFERENCE INTEREST (*) = 12 MONTH EURIBOR
COST EQUIVALENT ANNUAL RATE (TAEC IN SPANISH INITIALS) = 3.7152% (INCLUDING CASH
GUARANTEE AND FEES)
NOMINAL DELAYED-PAYMENT ANNUAL INTEREST RATE: 24.000%
(*) ONLY FOR VARIABLE INTEREST-RATE CONTRACTS
(**) THE GUARANTEE WILL BE RETURNED TO THE CLIENT AT THE END OF THE CONTRACT.
EXPLANATION OF THE FINANCIAL DETAILS
1. FORMULA FOR ASCERTAINING THE COST EQUIVALENT ANNUAL RATE
THE EQUIVALENCE (TAEC) IS OBTAINED BY APPLYING THE FORMULA CONTAINED IN THE BANK
OF SPAIN CIRCULAR NUMBER 13 / 1993.
IN THE CALCULATION THEREOF CONSIDERATION HAS BEEN GIVEN NOT ONLY TO THE INTEREST
BUT ALSO TO THE ARRANGEMENT AND ORIGINATION FEES NOT INCLUDING THE COMPLEMENTARY
COSTS OR ADVANCED PAYMENTS (STAMPS, BROKERAGE IN FAVOR OF THIRD PARTIES,
NOTARIAL FEES, ETC).
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2. FORMULA FOR ASCERTAINING THE INTEREST IN EACH INSTALLMENT
PC * NIT / 100 K
DEFINITIONS
PC = PENDING CAPITAL IN EACH PERIOD (MINUS ANY GUARANTEE)
NIT = ANNUAL NOMINAL INTEREST RATE
K = NUMBER OF TIMES THE INSTALLMENT IS CHARGED DURING THE YEAR
3. FORMULA FOR ASCERTAINING THE DELAYED PAYMENT INTEREST FOR EACH
UNPAID INSTALLMENT
N x (Td x 12) x t
--------- -
100 360
DEFINITIONS
N: VALUE OF THE UNPAID INSTALLMENT (INCLUDING VAT)
Td: MONTHLY DELAYED-PAYMENT INTEREST LAID DOWN IN THE GENERAL TERMS
t: DAYS RUNNING FROM THE DUE DATE OF THE UNPAID INSTALLMENT UNTIL THE DATE OF
RECEIVING SAME.
4. OTHER FEES CHARGED TO THE CLIENT. THE CLIENT WILL BE RESPONSIBLE FOR
PAYING SUCH FEES AS THE FINANCIAL LESSOR HAS PUBLISHED AND COMMUNICATED TO THE
BANK OF SPAIN WHEN THE GROUNDS FOR CHARGING SAME OBTAIN. A LIST OF THOSE
CURRENTLY IN FORCE IS HEREBY HANDED OVER TO THE CLIENT.
6. OTHER SPECIAL TERMS
6.1. ABODE OF FINANCIAL LESSOR FOR THE PURPOSES OF NOTIFICATIONS AND SUMMONSES:
CALLE FONTANELLA, 5-7 1(a) PLANTA, 08010 BARCELONA
6.2. ABODE OF FINANCIAL LESSOR FOR THE PURPOSES OF GOODS RECOVERY: CALLE
FONTANELLA, 5-7 1(a) PLANTA, 08010 BARCELONA
6.3. THE FINANCIAL LESSOR IS ENTITLED TO ASSIGN THE GOODS DEALT WITH HEREIN AND
THE CONTRACT ITSELF TO ANY THIRD PARTY BUT WILL THEN BE BOUND TO INFORM THE
CLIENT AND, WHERE APPLICABLE, THE GUARANTOR OF SUCH CIRCUMSTANCES, DOING SO IN A
BONA FIDE WAY. THE ACQUIRING THIRD PARTY WILL THEN SUBROGATE INTO THE FINANCIAL
LESSOR'S POSITION AND WILL BE BOUND TO RESPECT THE CLIENT'S RIGHTS, IN
PARTICULAR THOSE RELATING TO THE REVIEW OF THE
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INTEREST PAYMENT IF SUCH REVIEW ARRANGEMENTS HAVE BEEN MADE, AND THOSE RELATING
TO THE DURATION OF THE USE ASSIGNMENT PERIOD, THE PURCHASE OPTION, AND THE
RESIDUAL VALUE LAID DOWN AS THE PRICE IF THE OPTION IS EXERCISED. THIS
SUBJECTIVE NOVATION WILL IN NO CASE AFFECT ANY GUARANTEE ARRANGEMENT.
6.4. LIFE INSURANCE
6.5. IMPORTATION
THIS CLAUSE WILL BE APPLICABLE ONLY TO CONTRACTS INVOLVING IMPORTATION.
ONE. THE GOODS DEALT WITH IN THIS FINANCIAL LEASE CONTRACT, FOLLOWING THE
EXPRESS INSTRUCTIONS OF THE FINANCIAL LESSEE, WILL BE FURNISHED BY SUPPLIERS
SPECIFICALLY CHOSEN BY THE FINANCIAL LESSEE. SHOULD THE GOODS NEED TO BE
IMPORTED, THEREFORE, THE FINANCIAL LESSEE EXPRESSLY AUTHORIZES LEASING CATALUNYA
E.F.C. S.A. TO MAKE SUCH ARRANGEMENTS AS MAY BE NECESSARY TO ENSURE SAID
EFFECTIVENESS AND THE SCHEDULED PAYMENTS.
TWO. AN INDICATION IS GIVEN BELOW OF THE ECONOMIC BASE USED FOR CALCULATING THE
FINANCIAL LEASE INSTALLMENTS, ALTHOUGH THE PARTIES HEREBY ACCEPT THAT SAID
INSTALLMENTS MAY HAVE TO BE ALTERED IN LINE ESPECIALLY WITH ANY FLUCTUATION IN
THE PRICE OF THE FOREIGN CURRENCY TAKEN AS THE BASE. THE REFERENCE BASE IS
INDICATED BELOW:
a) Value of the goods calculated on the basis of the conversion of the currency
expressed in the supplier's bill into euros EUROS
b) Bank costs EUROS
c) Expected customs duties EUROS
THREE. IF, DUE TO THE SPECIFIC NATURE OF THE FINANCIAL LEASE CONTRACT, THE
ECONOMIC BASE THEREOF MUST BE BROUGHT INTO LINE WITH ITS REAL COST, WITHOUT THIS
BEING POSSIBLE ON THAT DAY'S DATE, THE PARTIES HERETO EXPRESSLY AGREE THAT ANY
DIFFERENCES BETWEEN THE SUMS DESCRIBED IN THE ABOVE PARAGRAPH AND THE ACTUAL
SUMS WILL BE SETTLED BETWEEN THE PARTIES IN DUE ACCORDANCE WITH RULING LAW. THE
CUSTOMS COSTS ARE NOT DEEMED TO BE FIRM; THEY MAY BE REVISED BY THE CUSTOMS
AUTHORITIES DURING THE FOUR YEAR PERIOD FOLLOWING THE CUSTOMS CLEARANCE.
1. THE EQUIVALENT VALUE IN EUROS OF THE GOODS WILL BE CALCULATED IN
TERMS OF THE DATE OR DATES ON WHICH THE CHARGE IS MADE BY OR ON
BEHALF OF LISCAT.
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2. EXPENSES WILL INCLUDE ALL THOSE THAT HAVE TO BE PAID BY LISCAT FOR
THE PURCHASE AND IMPORTATION OF THE GOODS, WITH SPECIAL
CONSIDERATION BEING GIVEN TO CUSTOMS DUTIES. THE PROVISIONS LAID
DOWN IN THE PREVIOUS PARAGRAPH ARE ALSO APPLICABLE THERETO.
3. TO AVOID ALTERING THE VALUE OF THE CONTRACTUAL ROYALTIES, WHICH ARE
DEEMED TO BE AT ALL TIMES LIQUID AND PAYABLE, THE PARTIES HERETO
WILL PROCEED TO MAKE THE CORRESPONDING SETTLEMENTS PURSUANT TO THE
PROVISIONS LAID DOWN HEREIN AND TO MAKE THE CORRESPONDING CHARGES
AND PAYMENTS.
4. THE RESULTING SUMS WILL BE PAID WITHIN FIFTEEN DAYS OF THE
SETTLEMENT DATE. ANY SUM OWED TO LISCAT WILL BE ADDED TO THE
CONTRACTUAL INSTALLMENTS AS AN EXTRA PAYABLE AMOUNT IN THE SAME
CONTRACTUAL AND ENFORCEABLE TERMS.
FOUR. THIS DOCUMENT IS AN INTEGRAL PART OF THE FINANCIAL LEASE CONTRACT, ALSO
BEING GOVERNED BY ITS PARTICULAR AND GENERAL TERMS INSOFAR AS THEY HAVE NOT
EXPRESSLY BEEN MODIFIED BY THIS DOCUMENT.
7. OWNERSHIP OF THE GOODS. PURCHASE OPTION AND RESIDUAL VALUE
A. THE GOODS DEALT WITH HEREIN ARE THE PROPERTY OF THE FINANCIAL
LESSOR. UNLESS EXPRESSLY AUTHORIZED OTHERWISE, THE CLIENT WILL
NOT BE ENTITLED TO ASSIGN OR TRANSFER THE USE THEREOF TO THIRD
PARTIES, TOTALLY OR PARTIALLY. THE CLIENT WILL BE BOUND TO
DECLARE AND ACCREDIT ITS STATUS AS A MERE USER OF THE GOODS TO
ANY THIRD PARTY THAT AIMS TO SEIZE OR DISTRAIN THE SAME. THE
CLIENT WILL NOT BE ENTITLED TO INCLUDE THE GOODS IN THE ASSETS
OF ITS BALANCE SHEET OR ITS NET WEALTH IN THE EVENT OF
BANKRUPTCY, TEMPORARY RECEIVERSHIP, OR CREDITORS' MEETING. THE
CONTRACTING PARTIES EXPRESSLY AGREE TO ENTER THIS CONTRACT IN
THE CORRESPONDING SECTION OF THE MOVABLE GOODS REGISTER,
WITHOUT DETRIMENT TO THE FINANCIAL LESSOR'S PROPERTY RIGHT.
THE LATTER AND THE CLIENT HEREBY AGREE THAT THE LEASED
VEHICLES ARE TO BE ENTERED IN THE TRAFFIC REGISTER IN THE
CLIENT'S NAME.
B. PURSUANT TO THE PROVISIONS LAID DOWN IN ADDITIONAL PROVISION
SEVEN OF ACT 26/1998 ON THE DISCIPLINE AND INTERVENTION OF
CREDIT INSTITUTIONS (LEY 26/1988 SOBRE DISCIPLINA E
INTERVENCION DE LAS ENTIDADES DE CREDITO), THE FINANCIAL
LESSOR HEREBY GRANTS THE CLIENT A PURCHASE OPTION, FREE BY
VIRTUE OF ITS LEGAL CHARACTER, ON THE GOODS AT THE END OF THE
USE ASSIGNMENT PERIOD. SHOULD THE CLIENT DECIDE TO EXERCISE
THIS OPTION, IT SHALL COMMUNICATE THIS DECISION TO THE
FINANCIAL LESSOR WITHIN THE THIRTY DAY
<PAGE>
PERIOD RUNNING UP TO THE END OF THE USE ASSIGNMENT PERIOD. THE
ESTABLISHED PURCHASE PRICE IS THE RESIDUAL VALUE AS DETERMINED
IN THIS CLAUSE, WITH ADDITION OF ANY APPLICABLE INDIRECT TAX.
TO BE ELIGIBLE FOR EXERCISING THE PURCHASE OPTION, THE CLIENT
MUST BE UP TO DATE IN THE PAYMENT OF THE INSTALLMENTS
CORRESPONDING TO THE USE ASSIGNMENT PERIOD.
C. THE CLIENT IS FORBIDDEN FROM ENCUMBERING, SELLING, OR IN ANY
OTHER WAY DISPOSING OF THE PURCHASE OPTION.
D. IF THE PURCHASE OPTION IS EXERCISED, THE PURCHASE PRICE OF THE
GOODS OR RESIDUAL VALUE IS FIXED AT THE SUM OF
1.00 EURO
PLUS ANY CORRESPONDING INDIRECT TAX. THIS RESIDUAL VALUE SHALL
BE PAID, IN THIS CASE, ON THE DAY FOLLOWING THE END OF THE USE
ASSIGNMENT PERIOD.
TERMINATION DATE OF THE USE ASSIGNMENT PERIOD: May 7, 2007.
E. SHOULD THE CLIENT CHOOSE NOT TO EXERCISE THE PURCHASE OPTION,
IT WILL BE BOUND TO RESTORE THE GOODS TO THE FINANCIAL LESSOR
AT THE END OF THE USE ASSIGNMENT PERIOD OR TO PAY A SUM EQUAL
TO THE VALUE OF THE LAST INSTALLMENT THEREOF FOR EACH MONTH OR
FRACTION THEREOF THAT IT CONTINUES TO RETAIN POSSESSION,
UNLESS BOTH PARTIES AGREE TO ENTER INTO A NEW FINANCIAL LEASE
CONTRACT ON SAID GOODS.
8. STANDING ORDER
THE INSTALLMENTS OF THIS CONTRACT SHALL BE PAID INTO THE ACCOUNT
BANK 2013 CAIXA D'ESTALVIS DE CATALUNYA
BRANCH 0088
CHECK DIGIT 66
ACCOUNT NUMBER 0201178944
DESIGNATED BY THE CLIENT, TO WHICH END THE LATTER WILL MAKE OUT THE
CORRESPONDING PAYMENT ORDER TO THE BANK IN QUESTION. THE CLIENT WILL NOT BE
ENTITLED TO CHANGE THE AGREED STANDING ORDER ARRANGEMENTS WITHOUT THE PREVIOUS
CONSENT OF THE FINANCIAL LESSOR.
9. MODIFICATION OF THE INTEREST PAYMENT DURING THE CONTRACT TERM
<PAGE>
THIS CLAUSE 9 WILL BE APPLICABLE ONLY TO VARIABLE INTEREST CONTRACTS.
TO ENSURE THAT THE PRICE OF THIS FINANCIAL LEASE ARRANGEMENT IS KEPT IN LINE
WITH CURRENT FINANCIAL TRENDS, AND IN VIEW OF THE FINANCIAL LEASE TERM, THE
PARTIES HERETO AGREE ON THE FOLLOWING:
DURING THE FIRST 12 MONTHS OF THE CONTRACT TERM, THE ROYALTY VALUE WILL BE
UNCHANGEABLE.
AFTER THE FIRST 12 MONTHS OF THE CONTRACT TERM THE FINANCING INTEREST INCLUDED
IN THE ROYALTIES DETAILED IN THE TABLE ATTACHED HERETO AND FORMING PART THEREOF
WILL BE REVISED UPWARDS OR DOWNWARDS IN LINE WITH THE FOLLOWING RULES:
1. THE INTEREST RATE TO BE APPLIED TO SAID FINANCING, WITH RESPECT TO
THE CAPITAL PENDING AMORTIZATION, BEFORE PAYING THE DUE INSTALLMENT
AND RESULTING FROM THE COLUMN INDICATED AS PENDING CAPITAL, WILL BE
THE RESULT OF INCREASING BY 1.1% THE 12 MONTH EURIBOR RATE IN THE
MAXIMUM TIME SPAN ACCORDING TO THE INFORMATION FURNISHED BY CAIXA
CATALUNYA AND TAKEN FROM THE PUBLICATION CORRESPONDING TO THE MONTH
PRIOR TO THE REVIEW DATE. TO THIS SUM WILL BE ADDED THE TAXES,
COMMISSIONS AND BROKERAGE FEES CORRESPONDING TO TRANSACTIONS OF THIS
TYPE. IF NO EURIBOR RATE HAS BEEN DECLARED FOR THAT DAY, THE LAST
RATE PUBLISHED WILL BE TAKEN AS REFERENCE. THE RESULTING RATE WILL
BE APPLIED FOR THAT YEAR AND SO ON SUCCESSIVELY EACH YEAR UNTIL THE
CONTRACT HAS RUN ITS TERM.
FOR THE PURPOSES OF THIS CONTRACT EURIBOR IS UNDERSTOOD TO BE THE
ANNUAL INTEREST RATE AT WHICH INTERBANK EURO DEPOSITS ARE OFFERED IN
THE EUROPEAN MONETARY UNION BETWEEN PRIMARY LENDING INSTITUTIONS AND
SAVINGS BANKS, FOR A 12 MONTH TERM, PUBLISHED THROUGH THE BRIDGE
TELERATE ON REUTER'S "EURIBOR" AND "MIBOR" SCREENS.
2. SHOULD ANY IMPEDIMENT IN THE EURIBOR PUBLICATION OR CALCULATION
PROCESS MAKE IT IMPOSSIBLE FOR THE LESSOR TO ASCERTAIN THE INTEREST
RATE TO BE APPLIED ACCORDING TO THE PROVISIONS LAID DOWN IN THE
PRECEDING CLAUSE, THE FOLLOWING PROCEDURE WILL BE FOLLOWED: ONCE THE
LESSOR HAS ESTABLISHED THE NEED TO ASCERTAIN AND APPLY A SURROGATE
INTEREST RATE AND, IN ANY CASE, AFTER FIFTEEN DAYS WITHOUT
PUBLICATION OF ANY REFERENCE EURIBOR RATE, THE EQUIVALENT NOMINAL
INTEREST RATE WILL BE APPLIED TO THE LAST EFFECTIVE RATE PUBLISHED
UNDER THE "INTEREST RATE"
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HEADING OF THE PRIVATE BANKING CREDIT SYSTEM OF THE STATISTICS
BULLETIN OF THE BANK OF SPAIN FOR TRANSACTIONS OF CREDIT ACCOUNTS OF
THREE MONTHS TO LESS THAN ONE YEAR.
THE SURROGATE INTEREST RATE WILL BE APPLIED FOR AS LONG AS THE
CIRCUMSTANCES THAT OCCASIONED ITS USE PERSIST AND A RETURN TO THE
NORMAL INTEREST RATE WILL THEN OCCUR AS SOON AS THE CIRCUMSTANCES
ALLOW AND THE EURIBOR RATE CAN ONCE MORE BE CALCULATED AND
PUBLISHED. NONETHELESS, IF THE SURROGATE INTEREST RATE HAS BEEN
APPLIED TO ONE OF THE INTEREST PERIODS, THE SITUATION WILL BE
MAINTAINED UNTIL THE END OF THIS INTEREST PERIOD.
THE LESSOR WILL INFORM THE LESSEE OF THIS SITUATION AND THE
PROCEDURE FOR CALCULATING THE APPLICABLE INTEREST RATE WILL BE
REINITIATED.
3. COME THE DATE OF EACH REVISION, THE LESSOR WILL INFORM THE USER OF
THE EURIBOR RATE AS SET FORTH ABOVE AND THE CONTRACTUAL INTEREST TO
BE APPLIED. ACCORDING TO THE CORRESPONDING RULES FOR THAT SIX MONTH
PERIOD, THE INTEREST RATES DETERMINED BY THE FINANCIAL LESSOR, AS
SET FORTH ABOVE, WILL BE BINDING ON BOTH LESSOR AND LESSEE, UNLESS
THERE IS AN OBVIOUS ERROR.
4. THE FINANCIAL LESSOR WILL ISSUE, CHARGED TO THE FINANCIAL LESSEE,
THE CORRESPONDING RECEIPTS FOR THE INSTALLMENTS ARISING FROM
APPLICATION OF THE ABOVE RULES, PLUS THE CORRESPONDING VAT, WHICH
WILL CONSTITUTE PROOF OF PAYMENT OF THE INSTALLMENTS BY THE LESSEE.
5. FOR MORTGAGE PURPOSES AND WITH REGARD TO THIRD PARTIES, THE INTEREST
RATE RESULTING FROM THE APPLICATION OF THE PRESENT CLAUSE SHALL NOT
EXCEED BY MORE THAN 5.0 POINTS THAT INITIALLY AGREED UPON.
NEVERTHELESS, WITH RESPECT TO THE PERSONAL RESPONSIBILITY OF THE
FINANCIAL LESSEE OR ITS GUARANTORS, SAID LIMIT WILL NOT APPLY.
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LISCAT
LEASING CATALUNYA. E.F.C. S.A
Grup CAIXA Catalunya
MOVABLE GOODS FINANCIAL LEASE CONTRACT NUMBER 034393 2
MODEL APPROVED BY DECISION OF THE GENERAL REGISTER DIRECTORATE DATED 22 MAY 2002
GENERAL TERMS
FORM NUMBER PAGE NUMBER
1. NATURE OF THIS CONTRACT
THIS FINANCIAL LEASE CONTRACT IS TO BE FORMALIZED UNDER THE AEGIS OF THE
STIPULATIONS LAID DOWN IN ADDITIONAL PROVISION SEVEN OF ACT 26/1988 OF 29 JULY.
2. OBJECT AND CHARACTERS
2.1. THE LESSEE WILL RECEIVE THE CONTRACT GOODS IN THE NAME OF LISCAT,
THUS CONFIRMING THE OWNERSHIP STATUS OF THE LATTER.
THE GOODS DEALT WITH IN THIS FINANCIAL LEASE CONTRACT WILL BE
ACQUIRED BY LISCAT IN COMPLIANCE WITH THE EXPRESS INSTRUCTIONS
RECEIVED FROM THE LESSEE, WHO HAS CHOSEN NOT ONLY THE SUPPLIER OF
THE LEASED GOODS BUT ALSO THE GOODS THEMSELVES, IN SUCH TERMS THAT
LISCAT, UPON ACQUIRING THE DOMAIN OVER SUCH GOODS, DOES SO WITH THE
EXCLUSIVE PURPOSE OF CONFERRING THE ENJOYMENT AND USE THEREOF ON THE
LESSEE, WITH WHICH IT HAD ALREADY AGREED TO ENTER INTO THE FINANCIAL
LEASE CONTRACT HEREBY BEING FORMALIZED.
THE LESSEE THEREFORE DECLARES AND HEREBY EXPRESSLY ACCEPTS THAT
LISCAT WILL FULFILL ITS REMIT RECEIVED FROM THE LESSEE IN THE PROPER
AND EXACT TERMS, FOR THE SIMPLE FACT OF HAVING ACQUIRED THE GOODS
DEALT WITH HEREIN FOR ASSIGNMENT ON A FINANCIAL LEASE BASIS,
EXEMPTING LISCAT FROM ANY TYPE OF LIABILITY DUE TO THE SUBJECTIVE OR
OBJECTIVE INADEQUACY THEREOF. THE LESSEE FORMALLY WAIVES THE RIGHT
TO MAKE ANY SORT OF CLAIM AGAINST LISCAT, WITHOUT THEREBY BEING ABLE
TO DESIST FROM PAYING THE INSTALLMENTS AND FULFILLING THE
ESTABLISHED OBLIGATIONS.
FOR ITS PART LISCAT ASSIGNS TO THE LESSEE AS MANY RIGHTS AND ACTIONS
AS MAY CORRESPOND TO THE PURCHASER, ALLOWING THE
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LATTER EXPRESSLY TO SUBROGATE INTO THE EXERCISING THEREOF. BY VIRTUE
THEREOF, THE LESSEE WILL BE ABLE TO TAKE ACTION AGAINST THE SUPPLIER
WITH SUCH ELIGIBILITY AS MAY BE CONFERRED ON THE PURCHASER BY LAW OR
UNDER THE PURCHASE CONTRACT.
THE LESSEE EXPRESSLY ACCEPTS THE FOLLOWING AS AN ESSENTIAL ELEMENT
OF THE BUSINESS AT HAND: IF, BY VIRTUE OF THE CONTRACTUAL NATURE,
THE DISCHARGE OF THE PREVIOUS PURCHASE ARRANGEMENT AS A RESULT OF
EXERCISING SUCH ACTION SHOULD IN TURN LEAD TO THE DISCHARGING OF THE
FINANCIAL LEASE CONTRACT, ANY COMPENSATION TO BE MADE TO THE LESSEE
BY LISCAT WILL BE SUBORDINATED TO AND CONDITIONAL ON THE PREVIOUS
REFUND OBTAINED BY THE LATTER FROM THE SELLER OF THE GOODS OR
WHOMSOEVER WAS BOUND TO MAKE SUCH A REFUND.
2.2. LISCAT WILL BE THE OWNER OF THE GOODS DEALT WITH HEREIN BY VIRTUE OF
BEING THE TITULAR PURCHASER THEREOF, CONSERVING FULL PROPERTY RIGHTS
THEREOVER UNTIL SUCH TIME AS THE PURCHASE OPTION CONFERRED ON THE
LESSEE IN SPECIAL TERM THREE MAY BE EXERCISED.
IN ACKNOWLEDGEMENT OF THIS PROPERTY RIGHT THE LESSEE IS BOUND TO:
A) REFRAIN FROM SETTING UP ANY CHARGE OR ENCUMBRANCE ON THE
LEASED GOODS, SUCH AS MORTGAGES, LIENS, OR ANY OTHER TYPE
POSSIBLE IN LAW.
B) DECLARE TO ALL THIRD PARTIES THAT INTEND TO DISTRAIN OR SEIZE
THE LEASED GOODS THAT THEY ARE THE EXCLUSIVE PROPERTY OF
LISCAT, SHOWING THIS CONTRACT FOR THAT PURPOSE. SHOULD THE
ATTACHMENT PROCEEDINGS NONETHELESS BE BROUGHT, IT WILL DEMAND
THAT ITS DECLARATIONS BE RECORDED IN THE WRITTEN PROCEEDINGS
AND THAT MENTION BE MADE THEREIN OF THIS CONTRACT. IT WILL
INFORM LISCAT FORTHWITH OF THESE CIRCUMSTANCES SO THAT THE
LATTER CAN MAKE DUE ARRANGEMENTS IN DEFENSE OF ITS RIGHTS.
C) REFRAIN FROM INCLUDING THE GOODS DEALT WITH HEREIN IN THE
BALANCE OF ANY CREDITOR'S MEETING ARRANGEMENTS OR THE
BANKRUPT'S ESTATE, BINDING ITSELF EXPRESSLY TO TAKE AS MANY
MEASURES AS MAY BE NECESSARY VIS-A-VIS THE BANKRUPTCY
AUTHORITIES TO COMPLY WITH THE LEGAL
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PROVISIONS LAID DOWN IN SUCH CASES FOR GOODS INCLUDED IN A
FINANCIAL LEASE CONTRACT.
3. INSTALLATION OF THE LEASED GOODS
3.1. THE COSTS DERIVING FROM THE ASSEMBLY, INSTALLATION, AND
COMMISSIONING OF THE LEASED GOODS WILL BE MET EXCLUSIVELY BY THE
LESSEE, WHO WILL BE BOUND TO PAY SUCH BILLS AS MAY BE ISSUED FOR
THAT PURPOSE BY THE SUPPLIER OR THIRD PARTIES TO COVER THE COSTS
DERIVING THEREFROM.
3.2. THE OBTAINING OF SUCH GOVERNMENTAL AND ADMINISTRATIVE LICENSES OR
AUTHORIZATION THAT MAY BE NECESSARY FOR INSTALLING, USING OR
TRANSFERRING THE LEASED GOODS WILL BE THE RESPONSIBILITY OF THE
LESSEE, WHO ACCEPTS EXCLUSIVE LIABILITY FOR SUCH PENALTIES AS MAY
DERIVE FROM ANY BREACH OF SAID FORMALITIES.
THE LESSEE ALSO HEREBY BINDS ITSELF TO PAY ANY FINES OR PENALTIES OF
ANY ILK THAT MIGHT BE IMPOSED THEREON DUE TO THE USE AND ENJOYMENT
OF THE GOODS DEALT WITH HEREIN, INCLUDING THOSE DERIVING FROM CIVIL,
JUDICIAL, OR ADMINISTRATIVE LIABILITY.
SHOULD ANY BREACH BY THE LESSEE OF THE OBLIGATIONS LAID DOWN IN THE
ABOVE PARAGRAPHS OBLIGE LISCAT TO PAY THE PENALTIES IMPOSED IN ONE
CASE OR THE OTHER, THE LESSEE WILL IMMEDIATELY REIMBURSE THE VALUE
OF SAID PENALTIES AND ANY SURCHARGES AND EXPENSES THAT MAY HAVE
ARISEN THEREFROM, WITHOUT DETRIMENT TO LISCAT'S RIGHT TO DEMAND THE
DISCHARGE OF THIS CONTRACT.
4. TERMINATION OF THE CONTRACT
THIS FINANCIAL LEASE ARRANGEMENT WILL CEASE AT THE END OF THE PERIOD LAID DOWN
IN SPECIAL TERM 2 HEREOF.
WHEN THE CONTRACT HAS RUN IT TERM, AND ON CONDITION THAT ALL CONTRACTUAL
OBLIGATIONS HAVE BEEN FAITHFULLY COMPLIED WITH, THE LESSEE WILL BE ENTITLED TO
EXERCISE THE PURCHASE OPTION, PROVIDING THIS HAS BEEN NOTIFIED WITH A MINIMUM OF
TWO MONTH'S NOTICE BEFOREHAND. THE PURCHASE PRICE OF THE GOODS IS THE VALUE
ESTABLISHED AS THE RESIDUAL VALUE IN THE SPECIAL TERMS, TO WHICH ANY TAX
INCUMBENT THEREON WILL BE ADDED.
IF THE LESSEE DOES NOT EXERCISE THIS RIGHT IT WILL BE ABLE TO OPT BETWEEN:
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1. RESTORING THE POSSESSION OF THE LEASED GOODS TO LISCAT IN THE PLACE
AND ON THE CONDITIONS DETERMINED BY THE LATTER. THE LESSEE WILL MEET
ALL THE COSTS OF THIS POSSESSION-RESTORING PROCEDURE. SHOULD THERE
BE ANY DELAY IN THE HANDOVER, THE LESSEE WILL PAY LISCAT A SUM
CALCULATED AS FOLLOWS: THE RESULT OF DIVIDING THE PERIODICAL
INSTALLMENT BY THE NUMBER OF DAYS OF THE PERIOD, THIS QUOTIENT THEN
TO BE MULTIPLIED BY THE NUMBER OF DAYS OF DELAY IN THE HANDOVER.
2. TAKING OUT A NEW FINANCIAL LEASE CONTRACT ON THE SAME GOODS, ON
CONDITION THAT THE PARTIES COME TO AN AGREEMENT ON THE CONTRACT
TERM, PRICE AND OTHER CONDITIONS; OTHERWISE, THE PROVISIONS OF THE
PRECEDING PARAGRAPH WILL BE APPLIED.
5. SPECIAL OBLIGATIONS OF THE LESSEE
THE LESSEE BINDS ITSELF TO:
A) PAY ALL AGREED INSTALLMENTS AS THEY FALL DUE AND THE HIGHEST AMOUNT
OF ANY TAX INCUMBENT THEREON IN LIGHT OF THE PROVISIONS LAID DOWN IN
SPECIAL TERM 4 AND GENERAL TERM 10 HEREOF.
B) USE THE GOODS DEALT WITH IN THIS FINANCIAL LEASE CONTRACT ONLY FOR
THE FOLLOWING PURPOSES: AGRICULTURAL, INDUSTRIAL, COMMERCIAL,
SERVICE OR PROFESSIONAL USES.
C) USE THE LEASED GOODS WITH ALL DUE DILIGENCE AND CARE AS DICTATED BY
THE USE THEY ARE PUT TO. KEEP THEM IN A PERFECT STATE OF USE AND
OPERATION THROUGHOUT THE WHOLE TERM OF THIS CONTRACT, WITH THE
LESSEE ALWAYS MEETING THE COSTS DERIVING FROM ANY MAINTENANCE AND
REPAIR WORK THEY MAY REQUIRE.
D) NOT TO ALTER OR REPLACE THE ELEMENTS OR PIECES MAKING UP AN INTEGRAL
PART OF THE LEASED GOODS, UNLESS DONE SO WITH OTHERS OF THE SAME
CLASS AND MAKE AND FROM THE SAME MANUFACTURER, THEREBY ENSURING THAT
THERE IS NO REDUCTION OF THEIR VALUE. SAID ELEMENTS WILL THEN FORM
AN INTEGRAL AND INSEPARABLE PART OF THE LEASED GOODS WITHOUT
ENTITLING THE LESSEE TO ANY REIMBURSEMENT OR COMPENSATION
WHATSOEVER.
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E) ALLOW THE REPRESENTATIVES OF LISCAT TO ENTER THE SITE WHERE THE
GOODS ARE KEPT AT ANY TIME TO CHECK ON THE STATE OF THEIR USE AND
UPKEEP.
6. BREACH OF THE OBLIGATIONS TAKEN ON BY THE LESSEE
6.1. THE LESSEE WILL BE DEEMED TO HAVE FAILED TO KEEP ITS OBLIGATIONS IN
ANY OF THE FOLLOWING CIRCUMSTANCES:
A) IF IT CEASES TO CARRY OUT ITS NORMAL MERCANTILE ACTIVITIES FOR
LONGER THAN FOUR MONTHS IN ANY ONE YEAR PERIOD.
B) IF AN APPLICATION IS MADE BY THE LESSEE ITSELF OR A LEGITIMATE
CREDITOR FOR THE FILING OF ANY SORT OF BANKRUPTCY PROCEEDINGS
ALLOWED FOR BY LAW OF IF ANY ACTION FOR PAYMENT AGAINST IT IS
SUBSTANTIATED.
C) IF ANY OF ITS OBLIGATIONS DERIVING HEREFROM ARE BREACHED, ESPECIALLY
THE FAILURE TO PAY ANY RENTAL OR SIMILAR SUM.
6.2. FAILURE TO PAY ANY OF THE FINANCIAL LEASE INSTALLMENTS UPON THEIR
FALLING DUE WILL ACCRUE A MONTHLY DELAYED-PAYMENT INTEREST IN
LISCAT'S FAVOR OF 2% PLUS ANY REFUND OR ADVANCED-PAYMENT EXPENSES.
THE LESSEE WILL BE BOUND TO PAY THIS INTEREST WITH NO FURTHER
REQUIREMENT.
6.3. FAILURE TO PAY ANY OF THE INSTALLMENTS UPON THEIR FALLING DUE WILL
ENTITLE LISCAT TO CHOOSE BETWEEN:
A) DEMANDING THE IMMEDIATE PAYMENT OF THE OVERDUE INSTALLMENTS
PLUS THE DELAYED-PAYMENT INTEREST AT THE RATE ESTABLISHED
HEREIN AND ALSO ANY COSTS THAT LISCAT MIGHT HAVE INCURRED AS A
RESULT OF SAID FAILURE TO PAY AND ACTIONS FOR PAYMENT.
B) CONSIDERING THE WHOLE CONTRACTUAL FINANCIAL LEASE PRICE PLUS
VAT OR EQUIVALENT CORRESPONDING TAX TO HAVE FALLEN DUE, THUS
MAKING PAYABLE IN ADVANCE ALL THE SUMS TO BE PAID THROUGHOUT
THE PART OF THE CONTRACT STILL TO RUN ITS TERM.
PURSUANT TO ARTICLE 572.2 OF THE CIVIL PROCEEDINGS ACT (LEY DE
ENJUICIAMIENTO CIVIL) IT IS EXPRESSLY AGREED THAT THE SUM
PAYABLE WILL BE DETERMINED BY THE SIMPLE ARITHMETICAL
OPERATION OF ADDING UP THE NOMINAL SUMS OF THE INSTALLMENTS
FALLEN DUE AND NOT YET PAID, THE DELAYED-PAYMENT INTEREST
ACCORDING TO THE CONTRACT,
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THE SUM OF THE CAPITAL PORTIONS OF ALL THE INSTALLMENTS STILL
TO FALL DUE (WHOSE VALUE WILL ALWAYS BE TAKEN FROM THE TABLE
ATTACHED HERETO) PLUS THE VAT OR CORRESPONDING EQUIVALENT TAX
CALCULATED ON THIS LAST ITEM. FOR THE EXERCISING OF ANY
ENFORCEMENT ACTION, THEREFORE, IT WILL SUFFICE TO PRESENT THIS
POLICY OR THE PUBLIC DEED IN WHICH THE CONTRACT IS FORMALIZED,
WITH THE CERTIFICATION LAID DOWN IN ARTICLE 517.2 SECTION 5 OF
THE CIVIL PROCEEDINGS ACT IN THE CASE OF POLICIES AND ANOTHER
CERTIFICATE FURNISHED BY LISCAT SHOWING THE BALANCE OWED BY
THE LESSEE. THE COMMISSIONER OF OATHS INTERVENING AT THE
BEHEST OF LISCAT WILL CERTIFY THAT THE NET AMOUNT PAYABLE IS
THE RESULT OF THE SETTLEMENT MADE BY THE LESSOR IN THE FORM
AGREED BY THE PARTIES IN THE CONTRACT ITSELF.
C) DECLARING THE CONTRACT TO BE DISCHARGED, REQUIRING THE
FINANCIAL LESSEE TO HAND OVER IMMEDIATELY THE GOODS DEALT WITH
THEREIN. LISCAT IS THEREUPON EMPOWERED TO RECOVER THE GOODS
FROM THE FINANCIAL LESSEE UPON SIMPLE REQUIREMENT. THE
FINANCIAL LESSEE WILL IN ALL CASES BE EXCLUSIVELY RESPONSIBLE
FOR MEETING THE COSTS OF DISASSEMBLY, EXTRACTION AND
TRANSPORT.
IN THIS CASE THE FINANCIAL LESSEE WILL ALSO BE BOUND TO PAY
SUCH RENTALS AS HAD FALLEN DUE UP TO THE DATE OF THE
EXTRACTION, PLUS AN ADDITIONAL SUM AS A PENAL CLAUSE,
EQUIVALENT TO FIFTY PERCENT OF SUCH RENTALS STILL TO FALL DUE.
THE FINANCIAL LESSEE WILL ALSO BE ESPECIALLY HELD LIABLE FOR
ANY DETERIORATION IN THE GOODS APART FROM NORMAL WEAR AND
TEAR.
PURSUANT TO THE PROVISIONS LAID DOWN IN ADDITIONAL PROVISION
ONE OF ACT 26/1998, THE ADDRESS FOR RETURNING THE POSSESSION
OF THE GOODS BY THE FINANCIAL LESSEE IS UNDERSTOOD TO BE THE
ADDRESS OF THE FINANCIAL LESSOR AS STATED IN SPECIAL TERM 6.2
HEREOF.
7. LIABILITY OF THE LESSEE. CO-OWNERSHIP
THE LESSEE PERSONALLY RESPONDS WITH ALL ITS PRESENT AND FUTURE PROPERTY FOR
COMPLIANCE WITH ALL THE OBLIGATIONS DERIVING HEREFROM AND ESPECIALLY THE
OBLIGATION TO PAY THE AGREED MONTHLY SUMS.
SHOULD THERE BE TWO OR MORE FINANCIAL LESSEES, THEY SHALL HOLD THEMSELVES
JOINTLY LIABLE FOR MEETING THE OBLIGATIONS,
<PAGE>
EXPRESSLY WAIVING ALL THE BENEFITS OF THE LEGAL EXCEPTIONS OF EXCUSSION AND
DIVISION.
8. ASSIGNMENT OF RIGHTS
THE LESSEE WILL NOT BE ENTITLED TO ASSIGN OR DISPOSE OF ITS RIGHTS AND
OBLIGATIONS HEREUNDER, NOR ALLOW ANY THIRD PARTY TO SUBROGATE INTO THEM IN ANY
WAY, WITHOUT THE EXPRESS CONSENT IN WRITING OF LISCAT.
LISCAT IS ENTITLED TO ALLOW ANY THIRD PERSON TO SUBROGATE INTO ITS LEGAL
POSITION, PROVIDING THAT SUCH LEGAL REQUISITES OBTAIN AS MAY BE APPLICABLE
HEREUNDER, THEN BEING BOUND TO INFORM THE LESSEE IN WRITING OF THIS SUBROGATION.
9. INSURANCE ON THE LEASED GOODS
THE LESSEE WHOLLY AND EXCLUSIVELY ASSUMES THE RISK OF THE TOTAL OR PARTIAL LOSS
OF THE LEASED GOODS, WHATEVER THE CAUSE THEREOF, AND WILL ALSO BE HELD
EXCLUSIVELY LIABLE FOR ALL MATERIAL DAMAGE OR BODILY HARM THAT MIGHT BE CAUSED
TO THIRD PERSONS BY THE GOODS LEASED HEREUNDER.
THE LESSEE BINDS ITSELF TO TAKE OUT AN INSURANCE POLICY AT ITS OWN COST AND ON
ITS OWN RESPONSIBILITY TO COVER SAID RISKS, INCLUDING THOSE OF UNFORESEEN
CIRCUMSTANCES OR FORCE MAJEURE.
THE INSURANCE POLICY/IES TAKEN OUT WILL MAKE EXPRESS MENTION OF LISCAT AS THE
BENEFICIARY OF ANY COMPENSATION THAT MIGHT DERIVE THEREFROM. LISCAT WILL BE
ENTITLED AT ANY MOMENT TO REQUEST PROOF FROM THE LESSEE THAT IT IS CURRENT IN
THE PAYMENT OF THE PREMIUMS OF SAID INSURANCE, WHEN THEY ARE PAID DIRECTLY BY
THE LATTER.
LISCAT WILL BE ENTITLED TO PAY THE PREMIUMS AND ACCESSORY COVERAGE TO THE
INSURANCE COMPANY ON THE LESSEE'S ACCOUNT.
10. TAXES, FEES AND OTHER COSTS THAT CAN BE PASSED ON TO CLIENTS
10.1. THE LESSEE WILL BE RESPONSIBLE FOR PAYING ALL COSTS,
COMMISSIONS, TAXES, DUTIES, FEES AND SPECIAL CONTRIBUTIONS INCUMBENT
ON THE EXECUTION OF THIS CONTRACT, ON THE TENURE OF THE GOODS, THE
USE THEREOF AND THE TERMINATION OF THE LEGAL RELATION HEREBY
INAUGURATED.
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10.2. EACH INSTALLMENT INTO WHICH THE TOTAL PRICE IS BROKEN DOWN WILL
BE LIABLE TO VALUE ADDED TAX (VAT) AT THE RATE INDICATED IN SPECIAL
TERM 5. IT IS THEREFORE HEREBY EXPRESSLY AGREED THAT, SHOULD THE
FISCAL SYSTEM OBTAINING AT THE TIME OF SIGNING THIS CONTRACT BE
CHANGED, THE NEGATIVE OR POSITIVE DIFFERENCE WILL BE PASSED ON TO
THE LESSEE UNLESS NEW LEGISLATION FORBIDS IT.
10.3. ATTACHED HERETO IS A SCHEDULE SHOWING THE FEES, CONDITIONS AND
EXPENSES THAT THE LESSOR IS ENTITLED TO PASS ON TO CLIENTS.
11. DESIGNATION OF ABODES
THE LESSEES AND GUARANTORS DESIGNATE THEIR ABODE STATED AT THE HEAD
HEREOF AS THE ADDRESS FOR RECEIVING ANY SUMMONSES AND NOTIFICATIONS
THAT MAY ARISE HEREFROM PURSUANT TO ARTICLE 572.2 OF THE CIVIL
PROCEEDINGS ACT.
12. AUTHORIZATION
THE SIGNATORIES OR PARTIES TO THIS CONTRACT HEREBY AUTHORIZE LISCAT
TO INCORPORATE THEIR PERSONAL DATA INTO COMPUTERIZED FILES FOR WHICH
LISCAT ITSELF IS RESPONSIBLE, WITH THE PURPOSE OF CONTROLLING AND
REGISTERING THE OPERATIONS IN THEIR NAME AND IN GENERAL TO
FACILITATE CORRESPONDENCE BETWEEN THEM, THE OFFERING OF NEW PRODUCTS
AND THEIR CONTRACTUAL RELATIONSHIP. THESE DATA MAY THEN BE ASSIGNED
TO CAIXA D'ESTALVIS DE CATALUNYA, A GROUP TO WHICH THE LESSOR
BELONGS, AND TO OTHER COMPANIES WITHIN THIS GROUP FOR THE PURPOSES
DESIGNATED ABOVE AND FOR ANY OTHER LEGITIMATE PURPOSE OF ASSIGNEE
AND ASSIGNOR.
THE DATA INCLUDED IN THIS DOCUMENT HAVE BEEN INCLUDED THEREIN
PERFORCE AS ESSENTIAL DATA FOR MAINTAINING THE OPERATIONAL
RELATIONSHIP WITH THE SIGNATORY OR PARTY THERETO, WHO WILL BE
ENTITLED TO READ, RECTIFY AND ERASE THIS DATA. THE COMPANY WILL BE
ENTITLED TO KEEP THEM UNTIL SUCH TIME AS THE ACTIONS DERIVING FROM
THIS CONTRACT HAVE ENDED.
13. THIS CLAUSE WILL BE APPLICABLE ONLY FOR CONTRACTS FORMALIZED IN THE
SELF-GOVERNING COMMUNITY OF CATALUNYA.
THE LINGUISTIC POLICY ACT (LEY DE POLITICA LINGUISTICA) 1/98 OF 7
JANUARY.
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THE SIGNATORIES TO THIS CONTRACT EXPRESSLY AGREE THAT IT BE WRITTEN
IN CASTILIAN SPANISH.
THE PARTIES HEREBY EXPRESS THEIR CONFORMITY WITH THIS CONTRACT,
WHICH THEY EXECUTE AND SIGN IN THE PLACE AND ON THE DATE INDICATED
AT THE HEAD THEREOF, IN AS MANY COPIES AS THERE ARE PARTICIPANTS,
EACH RECEIVING ONE COPY.
In MADRID on 7 NOVEMBER 2003 In MADRID on 7 NOVEMBER 2003
LEASING CATALUNYA E.F.C. S.A.
THE FINANCIAL LESSOR
In MADRID on 7 NOVEMBER 2003
/s/ Jose Ignacio del Barrio Gomez /s/ Ignasi Martin Morales
THE GUARANTOR(S)
I HEREBY CERTIFY SAME
The parties and signatories of the present document agree to sign on this page
only. I, the notary, hereby certify that each of the 3 copies comprises 14
pages, each one signed and sealed by me (Ministerial Order of 28 May 1998)
FERNANDO MOLINA STRANZ
NOTARY PUBLIC OF MADRID
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LISCAT
GRUP CAIXA CATALUNYA
TELVENT HOUSING, S.A.
Valgrande, 6
28100 ALCOBENDAS
Madrid on 7 November, 2003
Dear Sirs,
To round out the movable property financial lease contract executed today, and
to clear up some points that you have enquired about, we hereby inform you of
the following:
ONE. Obviously everything laid down as special terms in this contract, due to
their special nature, overrides anything laid down as general terms thereof. In
each case, therefore, the special terms will take precedence over the general
terms.
TWO. With reference to the provisions laid down in general term 5 e) of the
contract, we inform you that LEASING CATALUNYA EFC SA is in all cases bound to
give a minimum notice of 20 days.
THREE. With reference to the provisions laid down in general term 6, we also
inform you that in the event of a failure to pay any of the contractual
installments, you will be given a grace period of thirty days to pay same,
incurring the corresponding expenses and delayed payment interest. Only after
this time has elapsed without the late payment being forthcoming will the
procedure laid down in sections b) and c) come into effect. This in no way
entails a novation or modification or specific modification of such powers.
FOUR. In reference both to the special term 6.3. and the general term 8 hereof,
it is hereby established that LEASING CATALUNYA EFC S.A. will be entitled to
allow subrogation into its legal position only with the express authorization of
the financial lessee, and on condition that the latter has faithfully complied
with all its contractual obligations.
In witness whereof, for such purposes as it may serve, we hereby sign this on
the date and in the place indicated at the head thereof.
LEASING CATALUNYA EFC SA.
/s/ FERNANDO MOLINA STRANZ
NOTARY PUBLIC OF MADRID
Fontanella, 5-7, 4degrees - 08100 Barcelona - Tel 933 172 016. Fax 933 172 638.
E-mail: liscat@liscat.com - www.liscat.com