EXHIBIT 10.22(a)
PURCHASE AND SALE AGREEMENT
THIS AGREEMENT made this 30th day of November, 2001, by
and between FLEET PRECIOUS METALS INC., a Rhode Island
corporation with its principal offices at 000 Xxxxxxxxxxx
Xxxxxx, Xxxxxxxxxx, Xxxxx Xxxxxx 00000 ("FPM"), and DENTSPLY
INTERNATIONAL INC., a Delaware corporation with its principal
place of business at 000 Xxxx Xxxxxxx Xxxxxx, Xxxx,
Xxxxxxxxxxxx 00000 (the "Seller").
W I T N E S S E T H T H A T:
WHEREAS, the Seller wishes to sell to FPM certain gold,
silver, platinum and palladium ("Precious Metal"); and FPM
wishes to purchase said Precious Metal from the Seller; and
NOW, THEREFORE, for value received, in consideration of
the premises and of the mutual promises hereinafter contained,
and for other good and valuable consideration, the receipt of
which is hereby acknowledged, the parties do hereby agree as
follows:
1. Purchase and Sale. The Seller hereby agrees to sell to
FPM and FPM hereby agrees to purchase from Seller, on the terms
and conditions hereinafter contained, the following (all of the
property described in this Section 1 is hereinafter
collectively referred to as the "Precious Metal Inventory"):
80,000 fine xxxx ounces of gold
-0- fine xxxx ounces of silver
-0- fine xxxx ounces of platinum
-0- fine xxxx ounces of palladium
For the purposes of Section 1, the term "xxxx ounces" shall
mean the fine xxxx ounce content contained in Seller's
inventory determined at a degree of fineness of not less than
99.5% in the case of gold, 99.90% in the case of silver, 99.95%
in the case of platinum, and 99.95% in the case of palladium.
2. Purchase Price. In consideration of the transfer of the
Precious Metal Inventory by Seller to FPM, FPM shall deliver to
Seller $22,272,960.00 (the "Purchase Consideration"). Nothing
in this Section 2 or elsewhere in this Agreement shall affect
the passage to FPM of title to the Precious Metal Inventory,
which title the parties intend and shall be deemed to pass on
the date of the Xxxx of Sale hereinafter described.
3. Conditions Precedent to Sale. The obligation of FPM to
purchase the Precious Metal Inventory is subject to the
following conditions precedent:
(a) Seller shall have executed and delivered to FPM a Xxxx of
Sale (the "Xxxx of Sale") covering and describing the
Precious Metal Inventory in the form of Exhibit A
attached hereto and made a part hereof.
(b)
D12
The representations and warranties of Seller set forth in
Section 4 hereof and in the Xxxx of Sale shall be
true and correct on and as of the date hereof and the
date of sale of the Precious Metal Inventory to FPM.
(c) Seller shall have delivered to FPM a certificate of a
financial officer of the Seller, certifying the
amount of Precious Metal Inventory by location (the
"Certificate").
4. Representations and Warranties. Seller hereby represents
and warrants to FPM that:
(a) Seller is duly organized, validly existing and in good
standing under the laws of its state of incorporation
and has the corporate power to execute and deliver
and perform its obligations under this Agreement and
the Xxxx of Sale.
(b) The execution and delivery and performance by Seller of
its obligations under this Agreement and the Xxxx of
Sale have been duly authorized by all requisite
corporate action.
(c) Seller is the lawful owner of, and has absolute title to,
the Precious Metal Inventory free and clear of all
claims, liens, security interests, encumbrances and
all other defects of title or of any kind whatsoever
except in favor of FPM.
(d) Seller has the right, power and authority to sell the
Precious Metal Inventory and has not made or
contracted to make any prior sale, assignment or
transfer of any item of Precious Metal Inventory to
any person, firm or corporation.
(e) All of the Precious Metal Inventory is located at the
locations set forth in the Certificate.
5. Consignment of the Precious Metal Inventory. The parties
hereto intend that, contemporaneously with the execution and
delivery of the Xxxx of Sale, FPM shall consign the Precious
Metal to the Seller AS IS AND WHERE IS pursuant to the terms of
a certain Consignment Agreement dated October 24, 2001 between
the Seller and FPM.
6. Governing Law. This Agreement shall be governed by and
shall be construed in accordance with the laws of the State of
New York.
*The next page is a signature page*
D12
IN WITNESS WHEREOF, the parties hereto have caused this
instrument to be executed by their duly authorized officers as
of the date first above written.
DENTSPLY INTERNATIONAL INC.
By:____________________________________
Title:
FLEET PRECIOUS METALS INC.
By:____________________________________
Title:
P82240.2
D12
