EXHIBIT 99.9
AMENDMENT TO STOCK PURCHASE OPTION AGREEMENT
AND CUSTODY AGREEMENT
On the 17th day of December, 1996, appear Mr. Xxxx Said Xxxxxx
and Xx. Xxxx Xxxxxxx Xxxxxx Xxxxx representing Inversiones Freire
Limitada ("Freire") and Inversiones Freire Dos Limitada ("Freire
Dos"), both also called for the purposes of this agreement the
"Grantors" or the "Owners", all of them domiciled for these
purposes at Huerfanos 000, 0xx Xxxxx, Xxxxxxxx, Xxxxx,
Xx. Xxxxxxx Xxxxxx Xxxxxxx representing The Coca-Cola Company,
Coca-Cola Interamerican Corporation and Coca-Cola de Argentina
S.A. also referred to for the purposes of this agreement as
"Beneficiaries", all domiciled for these purposes at Xxx
Xxxx-Xxxx Xxxxx, X.X., Xxxxxxx, Xxxxxxx, Xxxxxx Xxxxxx of America;
Xx. Xxxxxxxxx Xxxx Xxxxxx representing Citibank N.A., also
referred for the purposes of this agreement as the "Custodian",
domiciled for these purposes at Xxxxxxx Xxxxxx Xxxxx 0000, 0xx
Xxxxx, Xxxxxxxx, Xxxxx; and Mr. Xxxx Said Saffie and Xx. Xxxx
Xxxxxxx Xxxxxx Xxxxx, representing Embotelladora Andina S.A. also
referred to for the purposes of this agreement as "Andina" or the
"issuing company" domiciled for these purposes at Xxxxxxx Xxxxxx
Xxxxx Xx. 0000, 00xx Xxxxx, Xxxxxxxx, Xxxxx, who agree on the
following:
FIRST: The companies mentioned above, with date 5 September of
1996, entered into a Stock Purchase Option Agreement and a
Custody Agreement, and now it is the intention of the parties to
amend such agreements according to the terms of this document.
SECOND: The parties duly represented by the individuals mentioned
at the beginning of this document, agree to modify the Stock
Purchase Option Agreement already mentioned in the following
terms:
Clause Eighth of the Stock Purchase Option Agreement is amended
to substitute the a) phrase and the b) phrase for the following:
"(a) if the Beneficiaries or their Authorized Successors sell
shares of Andina to persons (other than the Beneficiaries and
their subsidiaries) and such sale has as a direct result that
during the 30 days following such sale the Beneficiaries or their
Authorized Successors (and their subsidiaries) become owners in
the aggregate (i) of less than 15,660,000 ordinary Shares before
the Reclassification occurs (or if the Reclassification occurred
and a subsequent event results in that there are only ordinary
Shares of Andina); or (ii) of less than 15,660,000 Series A Shares
of Andina if the Reclassification occurred and the Series A
Shares of Andina continue to be outstanding; (b) if the Grantors
notify the Beneficiaries in writing that the ownership level of
Andina Shares held by the Beneficiaries and their Authorized
Successors (and their subsidiaries) has fallen below (i) 4% of
the outstanding ordinary Shares of Andina before the
Reclassification (or if following such Reclassification an event
occurs with the result that only ordinary Shares of Andina are
outstanding), or (ii) 4% of the Series A Shares if the
Reclassification has occurred and Series A Shares continue to be
outstanding, but this termination event will only apply if the
Beneficiaries, their Authorized Successors and their subsidiaries
fail to restore their ownership of Andina Shares in the aggregate
to at least the applicable 4% level within a one year term
following the receipt of such written notice."
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THIRD: The parties duly represented by individuals mentioned at
the beginning of this document, agree to modify the Custody
Agreement already cited according to the following terms:
paragraphs A., B. and C. of the "ANNEX OF COMMISSIONS" are
substituted by the following:
"A. In connection with the rendering of services under the
Custody Agreement, the Owners will pay to the Custodian
the following remuneration:
For the Custody service, the Owners will pay a
commission that will be determined in relation to
the value of the shares in custody at the closing
of each month, applying to such amount a rate of
0.02% of the average market value of the shares
under custody, with a total maximum per year of
the equivalent of USD 20,000 (twenty thousand U.S.
dollars).
At the closing of each month the amount under
custody will be valued using the closing price of
the shares pursuant to the information given by
the Xxxxxxxx Stock Exchange.
B. The commission set forth above will be payable at the
end of each month within the first ten working days of
the month following the month during which the services
were rendered. For this purpose, during the first five
working days of each month, the Custodian will inform
the Owners of the amounts owed.
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C. The amounts to be paid to the Custodian will be subject
to Value Added Tax (I.V.A.), in effect at the time of
the billing, which will be charged to the Owners.
Likewise, any other taxes that may be levied in the
future on the commission and in general on the services
of this agreement, will be charged to the Owners."
FOURTH: In all the rest the Stock Purchase Option Agreement and
the Custody Agreement already mentioned continue without changes
and in full force.
/s/ XXXX SAID XXXXXX
/s/ XXXX XXXXXXX XXXXXX XXXXX /s/ XXXXXXX XXXXXX
Xxxx Said Xxxxxx Xxxxxxx Xxxxxx
Xxxx Xxxxxxx Xxxxxx Xxxxx The Coca-Cola Company
Inversiones Freire Limitada
/s/ XXXX SAID XXXXXX
/s/ XXXX XXXXXXX XXXXXX XXXXX /s/ XXXXXXX XXXXXX
Xxxx Said Xxxxxx Xxxxxxx Xxxxxx
Xxxx Xxxxxxx Xxxxxx Xxxxx Coca-Cola Interamerican Corporation
Inversiones Freire Dos Limitada
/s/ XXXX SAID XXXXXX
/s/ XXXX XXXXXXX XXXXXX XXXXX /s/ XXXXXXX XXXXXX
Xxxx Said Xxxxxx Xxxxxxx Xxxxxx
Xxxx Xxxxxxx Xxxxxx Xxxxx Coca-Cola de Argentina S.A.
Embotelladora Andina S.A.
/s/ XXXXXXXXX XXXX XXXXXX
Xxxxxxxxx Xxxx Xxxxxx
Citibank, N.A.
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The undersigned represents that the foregoing translation of
the Amendment to Stock Purchase Option Agreement and Custody
Agreement is a fair and accurate English translation of such
document.
/s/ XXXXX XXXXXXX XXXXX
Xxxxx Xxxxxxx Xxxxx
Senior Finance Counsel and
Assistant Secretary
