EXHIBIT 99.2
(English Translation of Original Spanish Document)
PRIVATE SALE OF ASSETS AND LAND CONTRACT ENTERED BY GRUPO INDUSTRIAL SANTA
ENGRACIA, S.A. DE CV, REPRESENTED IN THIS ACT BY XX. XXXXXXX XXXXXX XXXXXXX
BARRE DE SAINT-LEU AND MR. XXXXXX XXXXXXX XXXXXX, (HEREINAFTER THE "SELLER")
AND, ON THE OTHER PARTY THE COCA-COLA EXPORT CORPORATION, SUCURSAL EN MEXICO,
REPRESENTED BY MR. XXXXXXXXX XXXXX XXXXXX (HEREINAFTER THE "BUYER"), ACCORDING
TO THE FOLLOWING DECLARATIONS AND CLAUSES:
DECLARACIONES
I. The SELLER declares, via its representatives, that:
(a) Is at corporation duly incorporated and in operations in
conformity to and with the laws of Mexico;
(b) Its representatives have with the powers of attorney and the
sufficient faculties to sign this contract, and to duly obligate
its represented corporation and that, to this date, such
faculties have not been revoked nor limited in any way or form;
(c) The subscription and execution of this Contract is foreseen in
its business purpose and has been duly authorized through the
necessary corporate acts and (i) does not violate its by-laws,
and (ii) there is no restriction, contractual or legal, rulings,
or judiciary or administrative orders that impede the
celebration of this Contract and any such other documents that
should be granted and signed in relation with this Contract.
(d) Is the legal owner of the Assets (such term is defined
hereafter), which are not subject any lien or ownership
limitation.
(e) It is its free will to execute this Contract and to comply in
the terms of the same.
II. Declares the BUYER, by means of its representative, that:
(a) It is at branch of a corporation incorporated and operating in
conformity with the laws the United States of America, duly
authorized to operate in Mexico.
(b) Its representative has the powers of attorney and the sufficient
faculties to sign this Contract, and to legally obligate its
represented corporation, and that to this date such faculties
have not been revoked or limited in any way or form;
(c) It is its free will to execute this Contract and to comply in
the terms of the same.
The parties are in agreement with the aforementioned declarations that
precede this section, agree in granting the following.
CLAUSES
FIRST. (A) Definitions. The terms used in this Contract that are listed
herein will have the following meanings that are equally applicable in singular
or plural:
Assets. Means in joint manner the machinery, equipment and furniture
necessary for the operation of the Victoria industrial Plant, which are detailed
in the Attachment "A" of this contract.
Assets. Means in joint manner the Assets and the Building.
Dollars. Means the legal currency in the United States of America.
Building. Means the Industrial Plant publicly known as "Unidad
Industrial Victoria" (Victoria Industrial Plant), as well as the land on which
it is built upon, located at the 12.9 kilometer of the "Carretera Nacional
Ciudad Victoria-Monterrey", in the Municipality of Victoria, Tamaulipas, Mexico,
which has a surface of 6-43-06 hectares.
Mexico. Means the Mexican United States.
Price. Has the meaning assigned to it in the Third Clause of this
Contract.
SECOND. Purpose. By means of this Contract, the SELLER sells to the
BUYER and the BUYER buys ad corpus, the Assets and the Building, for the BUYER
or any other party that the BUYER designates to establish public deed for this
Private Contract.
THIRD. Price. The sale price for the Assets is the amount of
US$3'500,000.00 (three million five hundred thousand 00/100 Dollars), (the
"Price"), the which correspond to: (1) for the Building the amount of
US$845,357.00 (eight hundred forty five thousand three hundred fifty seven
00/100 Dollars), divided as follows: (i) for the land the amount of
US$141,530.00 (one hundred forty one thousand five hundred thirty 00/100
Dollars) and (ii) for the buildings the amount of US$703,827.00 (seven hundred
and three thousand eight hundred twenty seven 00/100 Dollars), plus the
corresponding value added tax; and (2) for the Assets the amount of
US$2'654,643.00 (two million six hundred fifty four thousand six hundred forty
three 00/100 Dollars), plus the corresponding value added tax.
FOURTH. Related to Payment.
(A) Form of Payment. The BUYER is obligated to pay the SELLER the Price
after signing this contract. The Building and the Assets will be at the disposal
of the BUYER from the day in which it makes the payment referred herein in this
paragraph to the SELLER.
(B) Place of Payment. The parties agree that all the payments that the
BUYER should pay in favor of the SELLER, will take place, without need of prior
requirement, in funds that may be freely transferred and immediately disposed in
the domicile of the SELLER.
FIFTH. Past-due Interest. In case that the BUYER incurs in delays in the
payment of the Price, the BUYER will pay at the SELLER interest past-due over
the amounts due from the date in that the BUYER incurs in delays and has to this
date in that the SELLER receives the totality of the amount due, at the rate of
interest past-due equivalent at the rate annual de10 (ten) percentage points.
SIXTH. Delivery free of any labor contingencies. The SELLER is obligated
to deliver the Building and the Assets free of any labor relationship,
individual or collective, and are obligated to free the BUYER in relation to any
suit of any labor related nature corresponding to any actions that have arisen
before the delivery of the aforementioned Plant industrial.
Also, the SELLER is obligated to deliver the Assets to the BUYER, free
of any lien or charge, albeit regarding civil or administrative injunctions and
with the documents proof of its acquisition.
SEVENTH. Taxes and Expenses. All the income taxes and rights that may be
cause due to the execution of this contract, and the execution of its public
deed, will be the responsibility of each party according to their corresponding
duties in terms of the applicable fiscal laws.
Expenses. All the expenses and rights that are related to the execution
of the public deed of this contract will be the sole responsibility of the
buying party.
EIGHTH. Other.
(A) Modifications. No modification, consent or renouncement to any
disposition of this Contract will be in place unless it is filed in writing and
is duly signed by authorized executives from both parties, and in spite of such
written execution, such renouncement will bear effect only in the referred case
and to the specific purpose for which it was granted.
(B) No Renouncement. The renouncement of any of the parties to enforce
any such right that is in their favor that is foreseen in this contract, by no
means will imply its renouncement to exercise any such other rights that are in
its favor or renounce to exercise such rights in the future.
(C) Better Right of Ownership. The SELLER is obligated to provide
indemnity in the case of a Better Right of Ownership for another party besides
the BUYER in case of any alternate claim of property.
(D) Formalization. The parties se obligated to formalize several
judiciary acts that are required to execute this Contract, including without
limitation, the execution of the public deed for the sale of the Building in
where the Victoria Industrial Plant, subject of this contract, as well as any
other act, agreement or formality that may be required according to the
applicable legislation. Additionally, the SELLER is obligated to grant and sign
the corresponding public deed in the name the BUYER or the person that the BUYER
designates.
(E) Applicable Laws and Jurisdiction. This Contract will be ruled by
for the laws applicable in Mexico. For interpretation and execution of this
Contract, the parties expressly submit themselves to the jurisdiction and
competence of the Tribunals of Mexico City ("Distrito Federal"), Mexico,
renouncing to any other jurisdiction of its current domiciles or future
domiciles.
(F) "Secretaria de Relaciones Exteriores" Permit. The BUYER is
obligated to execute with the "Secretaria de Relaciones Exteriores" the
agreement that is referred to in the Fraction I of the Article 27 of the Mexican
Constitution, as well as to obtain the permit referred to in Article 10 A of the
Mexican Foreign Investment Law.
This Contract was read and the parties signed it in duplicate in Mexico
City ("Distrito Federal"), Mexico on the 17th day of the month of November of
2003.
GRUPO INDUSTRIAL SANTA ENGRACIA, S.A. DE C.V.,
as the SELLER
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By: Xxxxxxx Xxxxxx Xxxxxxx Barre of Saint-Leu By: Xxxxxx Xxxxxxx Xxxxxx
Position: Chairman of the Board Position: Director General
THE COCA-COLA EXPORT CORPORATION
SUCURSAL IN MEXICO
as the BUYER
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By: Xxxxxxxxx Xxxxx Xxxxxx
Position: Apoderado Legal
Witness: Witness:
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Xxxxxxx Xxxxx Xxxxxxx Xxxxxxx Zago Xxxxx
ATTACHMENT "A"
DESCRIPTION OF THE ASSETS
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LIST OF MACHINERY, EQUIPMENT AND FURNITURE OF THE VICTORIA INDUSTRIAL PLANT
PROPERTY OF GRUPO INDUSTRIAL SANTA ENGRACIA, S.A. DE C.V.
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