This excerpt taken from the TEO 6-K filed Jan 27, 2006.
SECTION 11.01. Notices. All notices given hereunder shall be in writing and delivered by hand or sent by facsimile, air mail or registered mail, return receipt requested. To all legal effects derived hereunder, the parties establish special domiciles in the United States of America and facsimile numbers at the following places:
The Trustor at:
Telecom Argentina S.A.
Alicia Moreau de Justo 50, Piso 10°
1107 Ciudad de Buenos Aires, Argentina
Attention: Chief Financial Officer
The Collateral Trustee at:
The Trustee at:
The Bank of New York
United States of America
To the holders of the New Loans, at the addresses informed in writing by the Trustor. At such places, all notices and/or summons and/or demands and/or claims and/or orders and/or communications, whether judicial or extra-judicial, to be served by the parties shall be deemed valid and binding to all relevant legal effects. The legal domiciles thus established may not be modified without the express consent of the Parties stated in writing.
SECTION 11.02. Governing Law; Submission to Arbitration. (a) This Trust Agreement shall be governed by and construed in accordance with the law of the Republic of Argentina, except as otherwise required by mandatory provisions of law and except to the extent that remedies provided by the laws of any jurisdiction other than Argentina are governed by the laws of such jurisdiction.
(b) All disputes, claims and controversies between the Collateral Trustee and the Trustor, arising out of or relating to this Agreement shall be referred to and be finally settled by arbitration in accordance with the Arbitration Rules of the Tribunal de Arbitraje General de la Bolsa de Comercio de Buenos Aires in force at the time, by three arbitrators, one appointed by the Collateral Trustee, one appointed by the Trustor, and the third arbitrator, which will the president of the arbitration panel, appointed by the appropriate officer of the Tribunal de Arbitraje General de la Bolsa de Comercio de Buenos Aires. The arbitration proceedings shall take place in Buenos Aires, Republic of Argentina and shall be conducted in Spanish. The Parties agree not to contest the validity of this Section with respect to the choice of law, the choice of arbitration or in any other respect. The decision of the arbitrators shall be final and not subject to appeal and the Parties hereto waive, to the maximum extent allowed by law, all rights to appeal against the arbitration award.
(c) The award of the arbitration tribunal provided in Paragraph (b) above shall be enforceable in any appropriate jurisdiction. For this purpose, as well as for any appeal which cannot be waived as provided in paragraph (b) above, the Collateral Trustee and the Trustor submit themselves to the jurisdiction of the ordinary courts with jurisdiction for commercial matters in the City of Buenos Aires.
SECTION 11.03. Severability Clause. In case any provision in this Trust Agreement will be invalid, illegal or unenforceable, the validity, legality, and enforceability of the remaining provisions will not in any way be affected or impaired thereby. To the extent permitted by applicable law, the parties hereby waive any provision of law which renders any term or provision hereof invalid and unenforceable in any respect.
SECTION 11.04. Taxes and Expenses. All Taxes and Expenses incurred or applicable in connection with this Trust Agreement and the performance of the acts and obligations contemplated thereunder, if any, shall be paid by the Trustor.
SECTION 11.05. Amendments, Waivers and Consents. Any amendment or waiver of any provision of this Trust Agreement and any consent to any departure by
the Trustor from any provision of this Trust Agreement shall be effective only if in writing, signed by the Collateral Trustee and made or duly given in compliance with all of the terms and provisions of the Indenture, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given.
SECTION 11.6. Non Assignment. This Trust Agreement shall not be assigned by the Trustor without the prior written consent of the Collateral Trustee.
SECTION 11.7. Authorized Persons. The Trustor appoints the persons set forth in Exhibit D hereto (the Authorized Persons) to act on its behalf in connection with any Instruction, request or notice that may be given or made to the Collateral Trustee pursuant to the terms and conditions hereof. Such persons will qualify as Authorized Persons until the Collateral Trustee is otherwise notified in writing by the Trustor and receives from the Trustor the appropriate documents revoking the powers-of-attorneys of such persons and replacing them for new Authorized Persons.
SECTION 11.8. Counterparts. This Trust Agreement shall be executed in two (2) counterparts, each of which shall mean to be original, but all of which together shall constitute one and the same instrument.
IN WITNESS WHEREOF, the Trustor and the Collateral Trustee have each caused this Trust Agreement to be duly executed and delivered as of the date first above written.