Bancomer F/23020-1 Servicios
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Exhibit
3.2
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 Bancomer |
F/23020-1
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Servicios
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TRUSTEE
REPLACEMENT AGREEMENT FOR THE REVOCABLE TRUST ADMINISTRATION AGREEMENT
NUMBER
F/23020-1 SIGNED BY AND BETWEEN THE FOLLOWING IN THEIR CAPACITY AS TRUSTORS:
XXX. XXXXX XXXXXX XXXXXXX XXXXX, XXXXXXXXX DE XXXXX XXXXXXX XXXXX, XXX XXXXX
XXXXXXX XXXXX, XXXXX XXXXXXX XXXXXXX XXXXX, XXXXXX DE XXXXX XXXXXXX XXXXX,
XXXXXX XXXXXX DE XXXXX XXXXXXX XXXXX, AND XXXX XXXXXX XXXXXXX XXXXX (HEREAFTER
THE TRUSTORS); and
BBVA
BANCOMER SERVICIOS S.A. A MULTIPLE BANKING INSTITUTION, BBVA BANCOMER FINANCIAL
GROUP, TRUSTS OFFICE, (AS SUCCESSOR IN INTEREST FOR BANCOMER S.A.), AS
REPLACED
TRUSTEE (HEREAFTER THE REPLACED TRUSTEE) REPRESENTED HEREIN BY THEIR DELEGATE
TRUSTEES, XXXX XXXXX XXXXX XXXXX AND XXXXXXX XXXXXX
XXXXXXXXX.
AND
LASTLY IXE BANCO, S.A., A MULTIPLE BANKING INSTITUTION, IXE FINANCIAL GROUP,
TRUSTS DIVISION, AS REPLACING TRUSTEE (HEREAFTER THE REPLACING TRUSTEE)
REPRESENTED HEREIN BY ITS DELEGATE TRUSTEE XXXXXX XXXXXXX LEVER, AND BY XXXXXXX
XXXXX XXXXXX XXXXX, LEGAL DIRECTOR, WHEREIN THE FOLLOWING BACKGROUND,
REPRESENTATIONS AND CLAUSES ARE SET OUT:
B
A C K G R O U N D
Whereas:
FIRST.
that
On
April 24, 1992, Xxxxx Xxxxxx Xxxxx Xxxxx, Xxxxx Xxxxxx Xxxxxxx Xxxxx, Xxxxxxxxx
de Xxxxx Xxxxxxx Xxxxx, Xxx Xxxxx Xxxxxxx Xxxxx, Xxxxx Xxxxxxx Xxxxxxx Xxxxx,
Xxxxxx Xxxxxxx Xxxxx, Xxxxx Xxxxxxxxx Xxxxxxx Xxxxx, Xxxxx Xxxxx Xxxxxxx Xxxxx,
Xxxxxx de Xxxxx Xxxxxxx Xxxxx, Xxxxxx Xxxxxx de Xxxxx Xxxxxxx Xxxxx, Xxxxx
Xxxxxxxx Xxxxxxx Xxxxx and Xxxx Xxxxxx Xxxxxxx Xxxxx in their capacity as
Trustors (hereafter Trustors) signed a trust agreement with BANCOMER,
S.A., a
Multiple Banking Institution, Financial Group (now as their successor
in
interest BBVA Bancomer Servicios S.A., a Multiple Banking Institution,
Financial
Group BBVA Bancomer, Trusts Office) in its capacity as trustee (hereafter
the
Trustee), said trust being assigned the number F/23020-1 (hereafter the
Trust),
for the purpose of creating a revocable administrative trust, the basic
purpose
of which was to purchase or alienate shares in those trading companies
indicated
in writing by the Trustors to the Trustee.
SECOND.
on
September 2, 1992, the Trustors and the Trustee signed an Amended
Agreement.
THIRD.
On May
18, 1993, the Trustors and the Trustee signed a SECOND
amended
agreement which amended the Trust in its entirety, the participants in
this
second amended agreement being the following: Xxxxx Xxxxxx Xxxxxxx Xxxxx,
Xxxxxxxxx de Xxxxx Xxxxxxx Xxxxx, Xxx Xxxxx Xxxxxxx Xxxxx, Xxxxx Xxxxxxx Xxxxxxx
Xxxxx, Xxxxxx Xxxxxxx Xxxxx, Xxxxx Xxxxxxxxx Xxxxxxx Xxxxx, Xxxxx Xxxxx Xxxxxxx
Xxxxx, Xxxxxx de Xxxxx Xxxxxxx Xxxxx, Xxxxxx Xxxxxx de Xxxxx Xxxxxxx Xxxxx,
Xxxxx Xxxxxxxx Xxxxxxx Xxxxx, and Xxxx Xxxxxx Xxxxxxx Xxxxx in their capacity as
Trustors A and Beneficiaries A, and Xxxxx Xxxxxx Xxxxx Xxxxx xx Xxxxxxx as
Trustor and Beneficiary B.
1
FOURTH.
On
September 14, 1993, the Trustors and the Trustee signed a THIRD amended
agreement in which certain clauses were added and certain resolutions
of the
Technical Committee were adopted.
FIFTH.
On June
15, 1994, the Trustors and the Trustee signed a FOURTH amended agreement
in
which they agreed that the Trust would incorporate funds obtained from
credits
or loams that the Trust received with the exception of those credits
or loans
that were contracted for the account of the Trustors and
Beneficiaries.
SIXTH.
On
January 22, 1998 the Trustor and the Trustee signed a “COMPULSA” [authentic
legalized certified copy] to be made of the trust agreement.
SEVENTH.
At a
session of the Technical Committee of the trust on May 24, 1999, a resolution
among others was taken to modify the clauses of the trust and approve
the
donation which is described in the following paragraph:
EIGHTH.
At a
session of the Technical Committee of the trust on May 25, 1999, a resolution
among others was taken to modify the clauses of the trust and approve
the
donation which is described in the following paragraph:
NINTH.
At a
session of the Technical Committee of the Trust held on April 5 of the
year
2000, it was agreed to authorize among other things the donation given
by Xxxxx
Xxxxxx Xxxxx xx Xxxxxxx of all the beneficiary rights corresponding to her in
the assets thereof to Xxxxx Xxxxxx, Francisco de Xxxxx, Xxx Xxxxx, Xxxxx
Xxxxxxx, Xxxxxx de Xxxxx, Xxxxxx Xxxxxx de Xxxxx and Xxxx Xxxxxx, all with the
last name of Xxxxxxx Xxxxx. This donation was given by public deed number
107,457 dated April 5 of that year, formalized before the same notary
as the
previous ones. By virtue of this donation, Xxxxx Xxxxxx Xxxxx Xxxxx xx Xxxxxxx
ceased being the Trustor, Beneficiary B of this trust.
TENTH.
At a
session of the Technical Committee of the Trust held on May 26, 2000,
it was
agreed unanimously to amend the trust agreement to update it with regard
to the
parties involved therein, to reflect the donations described in the sections
above and to reflect compliance with obligations with regard to Xxxxxx,
Xxxxx
Xxxxx, Xxxxx Xxxxxxxx and Xxxxx Xxxxxxxxx, all having the last name Xxxxxxx
Xxxxx, which to date have been fulfilled.
ELEVENTH.
Bancomer, S.A., Trusts Office, as the trustee in the trusts 23020-1 and
29307-6
signed, for the order and account of the trustors and beneficiaries of
these
trusts, a loan agreement and a first amended agreement with the National
Bank of
Mexico S.A. Multiple Banking Institution, a member of the Banamex-Accival
Financial Group (Banamex) in UDIs (INVESTMENT
UNITS)
(the
Banamex loan) the balances of which have been settled to date.
TWELFTH.
That in
order to guarantee each and every one of the obligations under the Banamex
loan,
a caución
bursátil [security
device designed to create a lien on publicly traded securities],
was created, the subject of which was a certain number of CPO's [common
share
certificates].
2
THIRTEENTH.
That
Bancomer S.A. Trusts Office, as trustee of trust 23020-1 signed, for
the order
and account of any of the trustors and beneficiaries of the trust, a
loan
agreement with Custodial Trust Company, the balance of which to date
has been
settled (the Custodial Loan).
FOURTEENTH.
On May
26, 2000, the Trustors and Trustee signed a FIFTH amended Agreement which
amended the Trust in its entirety.
FIFTEENTH.
On
December 21, 2004, the Trustors and the Trustee signed a SIXTH amended
Agreement
which amended the contents of the following clauses of the Trust: the
Thirteenth, the Fourteenth and the Eighteenth clauses.
R
E P R E S E N T A T I O N S
I.
The
Trustors and Beneficiaries state the following:
a)
That
they
have the necessary and sufficient powers to sign this Agreement.
b)
That
the
trustee was requested via a letter of instruction on December 22, 2006,
a copy
of said letter being attached hereto as Annex A, to agree for the purpose
of
protecting their interests to be replaced in their position as Trustee,
beginning on the signature date of this Agreement, by Ixe Banco S.A.,
a Multiple
Banking Institution, the Ixe Financial Group, Trusts Division, which
would
thereafter act in the Trust Agreement in the capacity of Replacing
Trustee.
c)
That
they
are satisfied with each and every one of the operations that the Trustee
carried
out in compliance with the purposes of the trust as well as all legal
actions
that were carried out, expressly approving and confirming those operations
and
releasing the Trustee from any responsibility in that respect.
d)
That
they
wish to sign this Trustee Replacement Agreement, designating Ixe banco
S.A., a
Multiple Banking Institution, the Ixe Financial Group, Trusts Division,
as
Replacing Trustee for BBVA BANCOMER SERVICIOS S.A., Multiple Banking
Institution, BBVA Financial Group, Trusts Division in the Trust Agreement
referred to in Background section One above.
e)
That
as a
consequence thereof, the Replaced Trustee with this deed conveys to the
Replacing Trustee the assets of the trust which are set out in Annex
B of this
Agreement, duly signed by the parties and forming an integral part
thereof.
II.
The
Replaced Trustee declares through its delegate trustees
that:
a)
It
is a
Credit Institution formed under the laws of Mexico and is duly empowered
to
carry out, among others, fiduciary operations per the terms of section
XV of
Article 46 of the Law of Credit Institutions.
b)
Its
Delegate Trustees have all powers needed to enter into binding agreements
per
the terms of this instrument in accordance with public deeds numbers
85,397
dated February 7, 2006 and 81,315 dated October 27, 2004,
respectively, formalized by Notary
Public Xxxxxx de Xxxxx Xxxxx, Notary Public number 137 of the Federal
District,
powers
which have not been revoked or modified in any way.
3
c)
It
has
periodically submitted to the Trustors, during the time it acted as Trustee,
the
corresponding account statements for the financial and accounting transactions
of the trusy assets, which were approved by those same Trustors.
d)
On
December 22, 2006 the Trustors received instruction in writing to take the
steps
necessary to be replaced as Trustees in the Trust as referred to in Background
section One of this Agreement, stating that they were in Agreement as far
as
executing this Trustee Replacement Agreement.
III.
The
Replacing Trustee states through its Delegate Trustees
that:
a)
The
Principal is a Sociedad
Anónima
[Corporation], a Multiple Banking Institution formed under the laws of Mexico,
duly empowered to carry out among others fiduciary operations per the terms
of
section XV of Article 46 of the Law of Credit Institutions.
b)
It
agrees
to carry out the responsibility conferred upon it herein by the Trustors,
for
which reason it is appearing to sign this Replacement Agreement in its capacity
as Replacing Trustee.
c)
It
recognizes the content and legal scope of the trust to which the background
section of this agreement refers.
d)
Its
representatives have the powers needed to sign this Agreement, offering proof
of
these powers with public deed number 97,506 dated July 10, 2003 formalized
by
Xxxxxxx Xxxxxxxx Xxxxxxx, Notary Public number 151 of the Federal District, duly
entered in the Public Register of Trade of the Federal District under commercial
folio number 193,508 dated July 25, 2003, stating that its powers have not
been
revoked, limited or amended in any way.
e)
It
has
received from the Trustors a request to act as Replacing Trustee in the trust
to
which the Background section One of this Agreement refers, stating that it
agrees to take on the responsibility conferred upon it herein.
In
view
whereof, the parties herewith enter into a binding agreement comprising the
following
C
L A U S E S
FIRST.
BBVA
BANCOMER SERVICIOS, SOCIEDAD ANÓNIMA, MULTIPLE BANKING INSTITUTION, FINANCIAL
GROUP BBVA BANCOMER in its capacity as REPLACED TRUSTEE, by instructions
formalized in this deed by the Trustors, and IXE
BANCO, SOCIEDAD ANÓNIMA,
MULTIPLE BANKING INSTITUTION, IXE FINANCIAL GROUP, TRUSTS DIVISION
in its
capacity as Replacing Trustee, agree that the latter shall replace the former
as
Fiduciary Institution in the Trust Agreement cited in the Background section
One
of this Agreement.
4
SECOND.
The
Replacing Trustee, through its Delegate Trustees, accept the responsibility
conferred upon it, assuming herein all powers and obligations pertaining
to
their role as Replacing Trustee, starting from the date this Agreement is
signed, per the terms and conditions agreed upon in the Trust and in those
Agreements amending the trust cited in the Background section One of this
Agreement.
For
the
purposes of registration of the Replacing Trustee, from this time on the
Trust
shall be identified and registered under number F/632.
THIRD.
ON
THE CONVEYANCE OF THE PROPERTY.
As a
consequence of this Agreement, the Replaced Trustee shall convey in this
act to
the Replacing Trustee, who shall to its satisfaction receive, the total sum
of
the assets of the Trust, that have been accounted for and recorded to date
in
the Trust Agreement F/23020-1, on the date of signature of this Agreement,
said
assets being detailed in Annex
“B”
of this
Agreement, duly signed by the parties, and forming an integral part
thereof.
This
conveyance shall be carried out by electronic transfer to
checking account number 00000000 in the name of IXE
BANCO, SOCIEDAD ANÓNIMA,
Trust F/632 (key 032180000122331888) and/or transferred to the Stock Exchange
Intermediary Agreement number 651398 in the name of IXE
BANCO, SOCIEDAD ANONIMA,
trust F/632.
The
Trustors have a period of 15 working days to set out any clarifications they
deem appropriate with regard to the assets of the trust. Once this period
has
passed, and the Trustors have not issued any comments on the matter, then
these
assets shall be understood as being tacitly approved.
It
should
be mentioned that the Replaced Trustee, as a consequence of this replacement,
shall revoke each and every one of the powers granted by instruction of the
Technical Committee in the trust mentioned in the Background section
One.
The
Replacing Trustee shall in this act consider as being received the shares
of the
assets placed in trust which are protected by the securities endorsed and
delivered to it by the Replaced Trustee. Likewise, the Replaced Trustee shall
sign the communications sent to the Secretary of the Board of Directors of
the
issuer of those securities in order to notify him that he must notate in
the
book of shareholders the handover of the aforementioned shares to the Replacing
Trustee.
The
Replaced Trustee states that the securities described in Annex
“B”
on the
signature date of this Agreement comprise the totality of the assets placed
in
trust.
FOURTH.
In
accordance with statements made by the Trustors and by the Replaced Trustee,
the
parties to this agreement agree that any explanation that must be given to
anyone, either of a public or private nature, with respect to the operations
carried out during the activity of BBVA Bancomer Servicios SA, Multiple Banking
Institution, Financial Group BBVA Bancomer Trust office as Trustee will have
to
be done by the Trustors.
5
FIFTH.
INDEMNIFICATION.
The
Trustors jointly, solidarily and without restrictions agree to leave the
Replaced Trustee, its Delegate Trustees, functionaries, employees, external
auditors and those with legal powers to act, free and clear of any obligation
with regard to any complaint, claim, lawsuit, reports on facts of an offense
and
in general any conflict deriving from the actions performed by the Replaced
Trustee and in compliance with the purposes of the trust referred to in
the
Background section 1 of this Trustee Replacement Agreement, in observance
of the
provisions of the clauses of the Agreement with respect to the instructions
of
the Technical Committee of the Trust, and as applicable, likewise, by signing
this Agreement.
Furthermore,
the Trustors jointly, solidarily and with restrictions agree to indemnify
the
Replaced Trustee, its Delegate Trustees, functionaries, employees, external
auditors and those with legal powers to act, reimbursing them for the sum
of any
fine, penalties and damages and in general any expense including those
for
external solicitors which they may have incurred for their attention to
the
matters mentioned above, unless it can be demonstrated that the Replaced
Trustee
has acted with negligence, fraud or bad faith or has not transferred the
amount
indicated per the terms of the second clause of this Agreement.
The
provisions of the paragraph above shall take legal effect beginning on
this date
and shall last for the term of the trust as well as after its end.
SIXTH.
DISCHARGE AGREEMENT.
The
Trustors in this act expressly release the Replaced Trustee from the obligations
and responsibilities derived from handling the property which makes up
the
assets placed in trust and which are given in Annex B of this Agreement,
stating
expressly their agreement with the administration and handling thereof
on the
part of the Replaced Trustee from the date on which it assumed the
responsibility of trustee of the Trust Agreement, until the date this Agreement
was signed, for which reason the Trustors grant the Replaced Trustee the
broadest discharge allowed by law, with no present or future rights or
legal
action whatsoever reserved against BBVA Bancomer Servicios S.A., Multiple
Banking Institution, BBVA Bancomer Financial Group, Trust Office or against
their representatives or employees
The
discharge referred to in this clause shall apply only if the Trustors or
the
Replaced Trustee have no objections to the stipulations of the third clause
of
this Agreement.
SEVENTH
ON
THE LIABILITY OF THE REPLACING TRUSTEE.
The
Trustors and the Replaced Trustee recognizes accept expressly that the
Replacing
Trustee shall assume no responsibility for the investment that the Replaced
Trustee made nor for the way in which it administered the assets that were
placed in trust since the obligations of the Replaced Trustee will only
have
begun at the time this Agreement is signed.
EIGHTH.
Compliance with fiscal obligations which, as a consequence both of the
term of
the trust and the acts carried out in execution thereof, as well as of
this
agreement, set out or impose corresponding fiscal provisions shall be the
strict
responsibility of the Trustors, and they release the Replaced Trustee from
any
fiscal liability which may have been generated by its administration and
operation of the trust as well as the trustee replacement brought about
with
this Agreement, by virtue of which it is the exclusive responsibility of
the
Trustor to comply with obligations deriving from applicable fiscal
laws.
NINTH.
COMMISSIONS AND EXPENSES.
The
Replaced Trustee states that it has received from the Trustors on the date
this
Agreement was signed full payment of all commissions, fees and other emoluments
or compensations due it for carrying out the responsibilities conferred
upon it
as well as payment of all expenses he may have laid out in performance
of these
responsibilities which originated during the period in which it acted as
trustee
of the Trust Agreement, for which reason in this act the Replaced Trustee
grants
to the Trustor the broadest discharge allowable in law, reserving no rights
or
legal action present or future against the Trustors.
6
TENTH.
CLAUSES
IN FORCE.
With the
exception of what is expressly stipuated in this Agreement and the trustee
replacement being carried out herein, the Trustors and the Replacing Trustee
state that for all legal purposes the Trust Agreement and its amending
agreements comprise each and every one of its terms and conditions, the above
without detriment to any revisions and modifications which may be made after
this Agreement is signed.
ELEVENTH.
CONFORMITY.
The
parties indicate their conformity with the trust replacement referred to
in this
Agreement as well as to each and every one of the background statements,
representations and clauses set out therein.
TWELFTH.
Domiciles. For all legal purposes the parties indicate as their domiciles
the
following:
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Replaced
Trustee
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Av.
Universidad 1200, Col. Xoco, Xxxxxxxxxx
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Xxxxxx
Xxxxxx, Xxxxxx, X.X., X.X. 00000
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Replacing
Trustee
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Reforma
No. 505 floor 48 Col. Xxxxxxxxxx,
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Delegación
Xxxxxxxxxx, Mexico, D.F., C.P. 06500
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Trustors:
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Xxxxx
Xxxxxx Xxxxxxx Xxxxx
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Paseo
de la Reforma 2631, Xxxxx xx Xxxxxxxxxxx,
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00000
Xxxxxx, D.F.
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Francisco
de Xxxxx Xxxxxxx Xxxxx
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Xxxxxx
Xxxxxxx 000-X, Xxxxxxx, X.X. 00000,
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Xxxxxx.
D.F.
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Xxx
Xxxxx Xxxxxxx Xxxxx
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Bosque
de Tabachines 327 Torre Uno, Pent House
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2,
Condominio Real del Bosque, Col. Xxxxxxx xx
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xxx
Xxxxx, 000000 Xxxxxx, D.F.
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Xxxxx
Xxxxxxx Xxxxxxx Xxxxx
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Prolongación
Paseo de la Reforma 1232, Pent House 1704, Col. Xxxxx xx Xxxxxxx,
00000
Xxxxxx, X.X.
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Xxxxxx
de Xxxxx Xxxxxxx Xxxxx
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Boulevard
Kukulcan Kilometer 2.2, Condominio
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"Las
Quintas", Xxxx Xx. 0, Xxxxxx, Xxxxxxxx Xxx,
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X.X.
00000
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Xxxx
Xxxxxx Xxxxxxx Xxxxx
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Paseo
de los Laureles 444, Torre Verde,
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Departamento
1401, Col. Xxxxxxx xx xxx Xxxxx,
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00000,
Xxxxxx. D.F.
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THIRTEENTH.
ANNEXES AND HEADINGS.
All
documents annexed to this Agreement or those to which reference is made form
an
integral part thereof, as if they had been actually inserted in it. The titles
and headings of the clauses of this Agreement shall be used only for reference
and shall not affect the interpretation thereof
7
FOURTEENTH.
The
Replaced Trustee, in signing this Agreement, shall receive the amount of
$15,000
(15,000 pesos 00/100) plus VAT, an amount which the TRUSTORS must pay to
the
Replaced Trustee before signing this Agreement.
8
FIFTEENTH.
LEGISLATION
AND JURISDICTION.
For all
matters relating to interpretation and compliance with this Agreement, the
parties expressly and irrevocably subject themselves to the applicable laws
of
Mexico and to the jurisdiction of the competent courts of Mexico City, Federal
District; for which reason they expressly and irrevocably waive from here
on in
any other forum they may be able to use by reason of their respective domiciles,
either present or future, or for any other reason.
The
parties were read the contents of this Trustee Replacement Agreement, signed
in
three original copies in Mexico City D.F. on June 15, 2007
REPLACED
TRUSTEE
BBVA
BANCOMER SERVICIOS S.A. MULTIPLE BANKING INSTITUTION,
FINANCIAL
GROUP BBVA TRUST OFFICE,
REPRESENTED
HEREIN BY ITS DELEGATE TRUSTEES:
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/s/
Xxxx Xxxxx Sora Xxxxx
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/s/
Xxxxxxx Xxxxxx Xxxxxxxxx
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Xxxx
Xxxxx Sora Xxxxx
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Xxxxxxx
Xxxxxx Xxxxxxxxx
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TRUSTORS
AND BENEFICIARIES:
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/s/
Xxxxx Xxxxxx Xxxxxxx Xxxxx
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/s/
Francisco de Xxxxx Xxxxxxx Xxxxx
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Xxxxx
Xxxxxx Xxxxxxx Xxxxx
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Xxxxxxxxx
de Xxxxx Xxxxxxx Xxxxx
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/s/
Xxx Xxxxx Xxxxxxx Xxxxx
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/s/
Xxxxx Xxxxxxx Xxxxxxx Xxxxx
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Xxx
Xxxxx Xxxxxxx Xxxxx
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Xxxxx Xxxxxxx Xxxxxxx Xxxxx | |
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/s/
Xxxxxx de Xxxxx Xxxxxxx Xxxxx
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/s/
Xxxxxx Xxxxxx de Xxxxx Xxxxxxx Xxxxx
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Xxxxxx
de Xxxxx Xxxxxxx Xxxxx
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Xxxxxx Xxxxxx de Xxxxx Xxxxxxx Xxxxx |
/s/
Xxxx Xxxxxx
Xxxxxxx Xxxxx
Xxxx
Xxxxxx Xxxxxxx Xxxxx
REPLACING
TRUSTEE
IXE
BANCO S.A. MULTIPLE BANKING INSTITUTION,
IXE
FINANCIAL GROUP
REPRESENTED
HEREIN BY ITS FIDUCIARY DELEGATE
AND
LEGAL DIRECTOR
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/s/
Xxxxxx Xxxxxxx Lever
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/s/
Xxxxxxx Xxxxx Xxxxxx Xxxxx
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XXXXXX
XXXXXXX LEVER
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XXXXXXX
XXXXX XXXXXX XXXXX
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FIDUCIARY
DELEGATE
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LEGAL
DIRECTOR
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9
