Exhibit 2.1.
Purchase and Sale Agreement
of a Legal Entity
between
Sartid a.d. in bankruptcy
and
U. S. Steel Balkan d.o.o.
TABLE OF CONTENTS
1 DEFINITIONS 3
2 AGREEMENT TO SELL AND CONSIDERATION 5
3 CONDITIONS 6
4 COMPLETION 7
5 REPRESENTATIONS AND WARRANTIES OF THE SELLER 8
6 REPRESENTATIONS AND WARRANTIES OF THE PURCHASER 9
7 UNDERTAKINGS OF THE PARTIES 9
8 MISCELLANEOUS 11
SCHEDULE A-Representations and Warranties of the
Seller [Omitted]
SCHEDULE B-Company's statutes and the extracts from
the Company's Register [Omitted]
SCHEDULE C-Bank Guarantee [Omitted]
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Purchase and Sale Agreement of a Legal Entity
This agreement ("the Agreement") is made on
2003 ("the Effective Date") between:
(1) Sartid a.d. in bankruptcy (as defined below) ("the Seller")
duly represented by the Bankruptcy Administrator, Xxxxxxxxx
Xxxxxxxxxx appointed by Court Order No. II-ST-7035/2002 dated 30th
July 2002 issued by the Commercial Court in Belgrade and authorised
to sign this Agreement based on Court Decision No. dated
issued by the Commercial Court in Belgrade and by
Approval of the Creditor's Committee dated
2003; and
(2) U. S. Steel Balkan d.o.o. ("the Purchaser") a company
organised and existing under the Law of Serbia, under registration
number 0-00000-00, with its registered office located at Bulevar
Mihajla Xxxxxx 000X, 00000 Xxxx Xxxxxxx, Xxxxxx, by and through
Xxxxxx Xxxxx, its General Director.
(The Seller and the Purchaser are at times referred to
collectively as the "Parties" and/or as a "Party".)
NOW, THEREFORE, it is agreed as follows:
1 DEFINITIONS
In this Agreement, unless the context otherwise requires:
"Affiliates" means in respect to any Person, any other Person,
directly or indirectly, controlling, controlled by, or under
common control with, such Person.
"Assets" means all of the assets of the Company, including but
not limited to, Current Assets, Land, Property, Rights,
Securities, Intellectual Property Rights, Information
Technology and Equipment Machinery and Plant, (including, but
not limited to, those set out in a separate inventory executed
simultaneously with this Agreement by the Parties), exclusive
of any interest, right or shares whatsoever in any Affiliate.
"Bankruptcy Act" means "The Act on Compulsory Composition with
Creditors, Bankruptcy and Liquidation" of the Federal Republic
of Yugoslavia, which was published in the Official Gazette
thereof No 84/89 as amended by Nos. 37/93 and 28/96.
"Business" means the business carried on by the Company at the
Property and elsewhere.
"Business Day" means any day (except a Saturday or Sunday) on
which banks are open for business in the Republic of Serbia
and in the United States of America.
"Company" means the legal entity which comprises Sartid a.d.
in bankruptcy, exclusive of any interest, right or shares
whatsoever in any Affiliate.
"Completion Date" means the date on which Completion will
occur pursuant to Article 4 of this Agreement.
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"Contract" means any mutual obligations and rights based on
the consent of the parties thereto.
"Current Assets" means accounts receivables, including
accounts receivables from any Affiliate of Sartid a.d. in
bankruptcy, inventories of any nature and other current assets
excluding cash.
"Encumbrance" means any debt, claim, liability, charge,
mortgage, pledge, security, lien, option, equity, power of
sale, hypothecation or third party rights, retention of title,
right of pre-emption, right of first refusal or security
interest of any kind.
"Equipment, Machinery and Plant" means that equipment,
machinery and plant of the Company.
"Force Majeure" means an unforeseen and unavoidable event
arising after Completion which is beyond the reasonable
control of either Party and which prevents execution of, or
significantly impedes or hinders, either Party's obligations
under this Agreement; such events include, but are not limited
to, war, riots, civil disorder, earthquake, fire, storm,
flood, shortage of supplies, other similar natural calamities,
any prohibition or impediment introduced by Law or Legal
Requirements which shall be deemed to be acts or omissions of
any Governmental Authority and strikes. Force Majeure shall
not include any event, which is caused by the negligence or
intentional action of either Party or any of its Affiliates or
any of their subcontractors, agents or employees.
"Governing Law" means the Law of the Republic of Serbia.
"Governmental Approvals" means all approvals, consents,
permits and licences required to be obtained from Governmental
Authorities for the consummation of the transactions
contemplated hereunder.
"Governmental Authorisation" means any approval, consent,
licence, permit, waiver, or other authorisation issued,
granted, given, or otherwise made available by or under the
authority of any Governmental Authority or pursuant to any
Legal Requirement.
"Governmental Authority" means any domestic or foreign court
or other judicial authority or any domestic or foreign
governmental, administrative or regulatory body, department,
agency, commission, authority or instrumentality.
"Information Technology" means all computer systems,
communication systems, computer and communications software
and hardware and licenses for the use thereof, whether owned
by or leased to the Company.
"Intellectual Property Rights" means trade marks, service
marks, trade names, domain names, logos, patents, inventions,
registered and unregistered design rights, copyrights,
database rights and all similar rights in any part of the work
of the Company, including know-how (confidential, industrial
and commercial information and techniques).
"Land" means any land owned, leased or used by the Company.
"Law" means any applicable law, rule or regulation of any
Governmental Authority.
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"Legal Requirement" means any and all liabilities incurred as
a result of the application of Law.
"Order" means any award, decision, injunction, judgement,
order, ruling, subpoena, or verdict entered, issued, made, or
rendered by any Governmental Authority or by any arbitrator.
"Person" means any individual, corporation (including any non-
profit corporation), general or limited partnership, limited
liability company, joint venture, estate, trust, association,
organisation, labour union, or other entity or any
Governmental Authority.
"Property" means that moveable and immoveable property,
including Land, of the Company.
"Rights" shall mean any rights arising from rights of way or
use, leases, licences, concessions, or approvals, permits,
authorisations issued to the Company together with the right
to apply for such.
"Sartid a.d. in bankruptcy" means Concern of Ferrous
Metallurgy Sartid Joint Stock Company for Iron and Steel
Production, with offices located at 00 Xxxxxxxx Xxxxxx,
Xxxxxxxxx 00000 Xxxxxx registered in the Commercial Court in
Pozarevac under number 1-630-00, and for the avoidance of
doubt including any interest, right or shares whatsoever in
any Affiliate.
"Securities" shall mean any security held by the Company in
respect of any other entity or non-company asset.
"Subsidiary" means any legal entity wherever situated in which
a company has a majority interest or in which it may exercise
control.
"Warranties" means the warranties and representations as set
out in Clause 5 (Representations and Warranties of the Seller)
and Clause 6 (Representation and Warranties of the Purchaser)
and "Warranty" means any of them.
2 AGREEMENT TO SELL AND CONSIDERATION
2.1 Sale and Purchase of the Company
Subject to the terms and conditions of this Agreement, the
Seller agrees to sell and the Purchaser agrees to purchase the
Company, by direct agreement, free and clear of any and all
Encumbrances.
2.2 Consideration
The cash consideration for the purchase of the Company shall
be a Yugoslav Dinar cash sum that is the counter value of
United States Dollars (USD) 21,300,000 in words (U.S. Dollars
twenty one million three hundred thousand) based on the
exchange rate of the National Bank of Serbia on the date of
payment by the Purchaser as referred to in Clause 4.2.5 below
(the "Purchase Price").
The Purchaser's only other financial obligation in relation
to the transaction contemplated by this Agreement (a purchase
of ownership of shares or interest in the
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Company) will be to pay a tax on the Purchase Price, to the
Republic of Serbia,in accordance with the Law on the Completion
Date.
3 CONDITIONS
3.1 Conditions Precedent
The agreement to sell and purchase the Company contained in
Clause 2.1 (Sale and Purchase of the Company) is conditional
upon the satisfaction of the following conditions precedent:
Conditions Precedent of the Seller
3.1.1 the obtainment by the Seller of all Governmental
Authorisations necessary for the sale of the Company by
the Seller and the acquisition of the Company by the
Purchaser, with such authorisations remaining in full
force and effect;
3.1.2 the discharge, satisfaction and deletion by the Seller of
all liabilities, mortgages, pledges and other such
securities, in respect to the Company and its Assets,
leaving the Company and its Assets free of all
Encumbrances.
3.1.3 the publication and finalisation in the Official Gazette
of Serbia and Montenegro of a non-appealable Order
validly issued by the competent bankruptcy panel of the
Commercial Court of Belgrade pursuant to Articles 129 and
130 of the Bankruptcy Act, stating that all liabilities
of the Company have been discharged and the bankruptcy
proceedings relative to the Company have been terminated.
3.1.4 the production by the Seller to the satisfaction of the
Purchaser of all licences, approvals and permits to use necessary
for the Purchaser to operate and conduct Business on, and relating
to, the Assets.
3.1.5 satisfaction for the Purchaser that through the
transaction contemplated by this Agreement, it shall obtain all
rights, title and interest in the Assets.
Conditions Precedent of the Purchaser
3.1.6 The Purchaser obtaining all necessary Governmental
Approvals and Governmental Authorisations pursuant to
anti-monopoly legislation requirements.
3.2 Responsibility for Satisfaction of Conditions Precedent
3.2.1 The Seller shall ensure the satisfaction of the
conditions set out in Clauses 3.1.1 to 3.1.5 inclusive.
3.2.2 The Purchaser shall ensure the satisfaction of the
condition set out in Clause 3.1.6.
3.3 Satisfaction, Non-Satisfaction and/or Waiver
of Conditions Precedent
3.3.1 The Party, which is not responsible for satisfaction of
any particular condition in Clause 3.1, may at any time
waive, in whole or in part, the performance of any of
such condition by notice in writing to the other Party.
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3.3.2 The Party responsible for satisfaction of the particular
condition in Clause 3.1 (Conditions Precedent) shall give notice
and any evidence satisfactory to the other Party of the satisfying
of the relevant condition within two (2) Business Days of becoming
aware of the same.
3.3.3 The Parties shall evidence in writing their mutual
acknowledgement of the satisfaction of the conditions set forth in
Clause 3.1, and any permitted waiver of the same, immediately upon
satisfaction of all such conditions and any permitted waiver of the
same;
3.3.4 If all the conditions in Clause 3.1.1 to 3.1.5 inclusive
are not satisfied by the Seller or waived by the Purchaser by 30th
June 2003, the Purchaser may, at any time thereafter, in its sole
discretion, as the case may be, terminate this Agreement by written
notice to the Seller and no Party shall have any claim against any
other under it.
3.3.5 If the condition in Clause 3.1.6 is not satisfied by the
Purchaser or waived by the Seller by 30th June 2003, the Seller
may, at any time thereafter, in its sole discretion, as the case
may be, terminate this Agreement by written notice to the Purchaser
and no Party shall have any claim against any other under it.
4 COMPLETION
4.1 Date and Place
Completion of the transaction contemplated by this Agreement
(the "Completion") shall occur, within 10 Business Days from
the execution of the mutual acknowledgement referred to in
Clause 3.3.3 above on a date mutually agreed between the
Parties hereto.
4.2 Obligations at Completion and Transfer of Interest in the
Company and Payment of the Purchase Price
Completion shall occur in the manner and in the sequence set
forth in this Clause 4.2. The Parties mutually agree that
each completion obligation set forth in 4.2.1 through 4.2.6
below is dependent on the satisfactory and continued
fulfilment of each of the preceding completion obligations.
4.2.1 Each Party shall sign a written statement confirming that
(i) each of its respective Warranties set forth in
Clauses 5 or 6 remain complete and accurate as of the
date of Completion and (ii) each of the Conditions
Precedent set forth in Clause 3.1 are still satisfied as
of the Completion Date.
4.2.2 The Purchaser will deliver to the Seller a bank guarantee
in the form as drafted in Schedule C hereto.
4.2.3 The Bankruptcy Administrator shall deliver to the
Purchaser all documents necessary for the Purchaser to
reregister the Company in the name of the Purchaser with
the Commercial Court of Pozarevac, under its existing
registration number 1-630-00 and as the one hundred per
cent (100%) owner of the Company.
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4.2.4 The Purchaser shall on the Completion Date make
application to the Commercial Court of Pozarevac for the
re-registration of the Company and issuance by that Court
of a final decision that the Purchaser is registered as
the 100% owner of the Company.
4.2.5 The Purchaser will execute a payment instruction for
immediate payment of the Purchase Price to the Seller
upon the Purchaser obtaining a final decision of the
Commercial Court of Pozarevac that the Purchaser is
registered as the 100% owner of the Company and the
Purchaser will present the proof of such payment
instruction to the Seller. Upon presentment to the
Seller of such proof of payment instruction, the bank
guarantee delivered by the Purchaser pursuant to Clause
4.2.2 above will immediately be revoked and of no
further effect.
4.2.6 Each Party mutually undertakes to the other Party to
promptly take any and all actions as the other Party may
reasonably request to timely complete the Completion
obligations set forth in this Clause 4.2 including
activities associated therewith.
5 REPRESENTATIONS AND WARRANTIES OF THE SELLER
5.1 In consideration of the Purchaser agreeing to purchase the
Company on the terms contained in this Agreement, the Seller
hereby, in relation to the Company warrants and represents to
the Purchaser in the terms set out in Schedule A
5.2 Seller's Authority
5.2.1 This Agreement constitutes the legal, valid and binding
obligation of the Seller, and accordingly the Purchaser can take
all and any legal actions against the Seller, in accordance with
its terms. The Seller has the legal right and full power and
authority to execute and deliver this Agreement and any other
documents to be executed by him pursuant to or in connection with
this Agreement which when executed will constitute valid and
binding obligations on the Seller, in accordance with their terms.
The Seller shall use all reasonable efforts to procure
the performance of all or any further actions required
by this Agreement.
5.2.2 The Seller is entitled to sell and transfer to the
Purchaser ownership of the Company.
5.2.3 The Seller warrants and represents to the Purchaser that
pursuant to Article 130 of the Bankruptcy Act, that on
the Completion Date, the bankruptcy proceedings shall be
immediately terminated by effect of law against the
Company, but will be continued against the bankruptcy
estate relating to Sartid a.d., and the Purchaser shall
have full right and authority to enforce its rights and
obligations pursuant to this Agreement against the
bankruptcy estate as if the bankruptcy estate were
substituted for the Seller hereunder.
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6 REPRESENTATIONS AND WARRANTIES OF THE PURCHASER
The Purchaser represents and warrants to and for the benefit
of the Seller as follows:
6.1 Organisation and Good Standing
It is a Serbian company duly incorporated and validly existing
under the Law of Serbia, capable of suing and being sued. It
has delivered to the Seller complete and accurate copies of
its organisational documents, as currently in effect.
6.2 Authority; No Conflict
6.2.1 This Agreement constitutes the legal, valid and binding
obligation of the Purchaser and that the Purchaser has
all authorisations and legal capacity to conclude this
Agreement.
6.2.2 Neither the execution and delivery of, nor the
performance by the Purchaser of its obligations under
this Agreement will give any Person the right to prevent,
delay, or otherwise interfere with any of the
transactions under this Agreement, nor will such action:
(i) result in a breach of any provision of the organisational
documents of the Purchaser;
(ii) contravene any resolution adopted by the board of
directors or the stockholders of the Purchaser;
(iii) result in a breach of any Legal Requirement or Order
to which the Purchaser is subject or by which it is
bound;
(iv) result in a breach of any Contract to which the
Purchaser is a party or by which the Purchaser may
be bound; or
(v) require any consent or approval of, or filing with or notice
to, any Governmental Authority under any provision of Law
applicable to the Purchaser.
6.2.3 No Order has been made, petition presented, resolution
passed or meeting convened for the winding up of the
Purchaser.
6.2.4 The Purchaser has conducted its own independent review
and analysis of the business, assets, financial
condition and prospects of the Company and in entering
into this Agreement has relied solely on its own
investigations and analysis and the representations and
warranties set forth in this Agreement.
7 UNDERTAKINGS OF THE PARTIES
7.1 The Parties shall refrain from any action, and notify each
other immediately of any development, that may jeopardise or
hinder the consummation of the transactions contemplated
hereby.
7.2 The Parties shall extend their reasonable assistance to each
other in respect of satisfaction of the conditions precedent
set out in this Agreement.
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7.3 The Seller and the Purchaser shall be obliged to provide each
other with any and all information as permitted by Laws,
necessary for the consummation of transactions contemplated
hereby.
7.4 If after the signing of this Agreement and before the
Completion Date any Party shall become aware of any event or
matter or if any event or matter shall arise which results or
may result in any of the Warranties being unfulfilled, untrue,
misleading or incorrect in any material respect at the
Completion Date, then that Party shall immediately notify the
other Party in writing fully thereof prior to the Completion
and the other Party (at their own cost) shall make any
investigation concerning the event or matter which the first
Party may require.
7.5 The Seller undertakes and guarantees to the Purchaser that
after the signing of this Agreement and before the Completion
Date the Seller will ensure the Company will carry out
until the Completion Date its activities solely in the normal
and usual course of business, with care and responsibly, so as
to protect its relations and reputation vis-a-vis third
parties, the public authorities and any other Persons
maintaining business relations with it.
Without limiting the general scope of the foregoing paragraph,
there has not been and will not be, during the same period,
save with the Parties prior written mutual consent:
(i) any change in the Company's financial position, earnings,
assets, liabilities, business, operations or budgets other than
normal changes falling within the normal scope of business,
(ii) any new liabilities originating from the period prior to
the Effective Date,
(iii) any purchase or sale of stock by the Company,
(iv) any issue, division or pooling by the Company of shares
or other investment securities, any granting of rights or
options to buy or to subscribe for shares of the Company
or that may grant the right to buy or subscribe for stock
representing a share of the Company's capital,
(v) any payment of dividends, prepaid dividends or other sums
(in particular by capital reduction or redemption) and
more generally any operation that may lead to the
allocation of assets or earnings between the Company's
shareholders,
(vi) any loan granted or promised by the Company or any
increase of its overall indebtedness by loans, credit
facilities or otherwise,
(vii) any security, guarantee or endorsement granted by
the Company to third parties,
(viii) any assumption by the Company of any obligation or
liabilities other than normal obligations or liabilities
assumed in the normal course of business,
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(ix) any expiry, termination, waiver or any amendment or
breach of any Contract or other undertaking to which the
Company is a party, other than in the normal course of
business,
(x) any sale, rental or any transfer by the Company of any
Assets, except stocks in the normal course of business,
(xi) any cancellation or waiver by the Company of one of its
receivables or claims against third parties or
Affiliates,
(xii) any lien, pledge with or without dispossession, mortgage,
easement, security, promise, security interest or other right or
Encumbrance granted on an Asset of the Company;
(xiii) any operation or undertaking which has been carried out
or assumed outside the normal course of the Company's
day-to-day business,
(xiv) any undertaking relating to all or part of the items
mentioned in (i) to (xiii) above or which could bring
about the occurrence of one of these items,
(xv) any element or fact that may harm the Company's
reputation vis-a-vis its customers and suppliers, in
particular,
(xvi) any industrial disturbance, conflict, strike or
similar event affecting the Company.
8 MISCELLANEOUS
8.1 Notices
8.1.1 All notices, reports and other communications to be
given hereunder by either Party shall be deemed to have
been properly delivered if in writing and either hand
delivered and received (or refused), sent by registered
or certified mail (postage prepaid), sent by telefax, or
sent by courier service, and addressed as follows:
(i) in the case of the Seller to:
Address: The Bankruptcy Administrator
Sartid a.d. in bankruptcy
00. xxxxx 00
00000 Xxxxxxx
Xxxxxx
Fax: x00-000-0000000
Attention: Xxxxxxxxx Xxxxxxxxxx
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(ii) in the case of the Purchaser to:
Address: U. S. Steel Balkan d.o.o.
Bulevar Mihajla Xxxxxx 000X
00000 Xxxx Xxxxxxx
Xxxxxx
Fax: x00-000-0000000
Attention: Xxxxxx Xxxxx
8.1.2 From time to time during the term of this Agreement,
each Party may change the individual designated to
receive notice hereunder or change its notification
address. In such event, notice shall be given to the
other Party, in writing, of any such change, which
notice shall be valid on receipt thereof.
8.2 Expenses and Costs
Except as otherwise expressly agreed in writing between or
among the Parties and/or their Affiliates each of the Parties
will bear its respective expenses incurred in connection with
the negotiation, preparation, execution, and performance of
this Agreement, including but not limited to all fees and
expenses of agents, representatives, counsel, finders,
investment bankers and accountants.
8.3 Cost of Dispute
In the event of a dispute arising from or relating to the
terms of this Agreement or the breach hereof, the Party
prevailing in such dispute shall be entitled to recover from
the other Party not prevailing, all expenses, including,
without limitation, reasonable attorneys' fees and expenses
and arbitral and court-related costs, incurred in ascertaining
such Party's rights, and in preparing to enforce, and in
enforcing, such Party's rights under this Agreement.
8.4 Waiver
The rights and remedies of the Parties are cumulative and not
alternative. Neither the failure nor any delay by a Party in
exercising any right, power, or privilege under this Agreement
or the documents referred to in this Agreement will operate as
a waiver of such right, power, or privilege, and no single or
partial exercise of any such right, power, or privilege will
preclude any other or further exercise of such right, power,
or privilege or the exercise of any other right, power, or
privilege.
8.5 Invalidity; Severability
If any provision in this Agreement shall be held to be
illegal, invalid or unenforceable, in whole or in part, under
any applicable Law, such provision or part shall to that
extent be deemed not to form part of this Agreement but the
legality, validity and enforceability of the remainder of this
Agreement shall not be affected. In such event, the Parties
shall use all reasonable efforts within a reasonable time to
replace the provision held to be illegal, invalid or
unenforceable with a provision towards the same purpose that
shall be legal, valid and enforceable.
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8.6 Assignment, Successors, and no Third-Party Rights
8.6.1 No Party may assign any of its rights under this
Agreement without the prior consent of the other
Parties.
8.6.2 This Agreement shall apply to, be binding in all
respects upon, and inure to the benefit of the
successors and permitted assigns of the Parties.
8.6.3 Except as provided in Clause 8.6.2, nothing expressed or
referred to in this Agreement shall be construed to give
any Person other than the Parties any legal or equitable
right, remedy, or claim under or with respect to this
Agreement or any provision of this Agreement; for the
avoidance of doubt, this Agreement and all of its
provisions and conditions are for the sole and exclusive
benefit of the Parties and their authorised successors
and permitted assigns.
8.7 Time of Essence
Time shall be of the essence in this Agreement, both as
regards to any dates, times and periods mentioned herein.
8.8 Governing Law and Dispute Resolution
8.8.1 Governing Law
This Agreement shall be governed by and construed in
accordance with the Governing Law.
8.8.2 Dispute Resolution
The Commercial Court in Belgrade shall have exclusive
jurisdiction to resolve any dispute arising under this
Agreement.
8.9 Whole Agreement
This Agreement contains the whole agreement between the
Parties relating to the subject matter of this Agreement at
the date hereof and supersedes any previous written or oral
agreement between the Parties in relation to the matters dealt
with in this Agreement.
8.10 Variation
No variation of this Agreement shall be effective unless
previously mutually agreed to by the Parties and evidenced in
writing.
8.11 Survival of rights, duties and obligations
Termination of this Agreement for any cause shall not release
a Party from any liability, which at the time of termination
has already accrued to another Party.
8.12 Language
8.12.1 This Agreement shall be executed in the Serbian and
English language, but the Serbian version shall be the
governing version between the Parties.
8.12.2 This Agreement shall be executed in six (6) original
copies (four copies in the Serbian language and two
copies in the English language).
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8.13 Further Assurances
At any time after the date of this Agreement, each of the
Parties agrees that it shall, and shall employ all reasonable
efforts to procure that any necessary third party shall
execute such documents and do such acts and things as the
other Party may reasonably require for the purpose of enabling
the other Party to exercise all rights pursuant to this
Agreement.
8.14 Non-Performance
Neither Party shall be liable for the non-performance, in
whole or in part, of any obligation where such non-performance
is attributable to an act or omission of the other Party.
8.15 Force Majeure
Either Party may suspend the performance of any obligation
under this Agreement during any period in which it is
prevented from performing such obligation as a direct result
of an event of Force Majeure. The time period for completing
any such obligation shall be extended by the length of the
period in which the event of Force Majeure rendering
implementation of such obligation impossible persists.
IN WITNESS WHEREOF, each of the Parties by its duly authorised
representative has caused this Agreement to be executed on the
Effective Date:
THE SELLER THE PURCHASER
By:______________________ By:_____________________
Name: Xxxxxxxxx Xxxxxxxxxx Name: Xxxxxx Xxxxx
Title: Bankruptcy Administrator Title: General Director
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