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Exhibit 2.2
PURCHASE AND SALE PROMISE AGREEMENT
CARMEL - HUILLIMAPU - X. XXXXXXX
AGREEMENT 2
AGREEMENT, entered into in Santiago, Chile, this 8 day of September, 2000, by
and among Inversiones Huillimapu S.A. (hereinafter "Huillimapu"), represented by
Xxxxxxx Xxxxxxxx Xxxxx, National ID Card No. 6,370,999-9, both domiciled at
Xxxxxxxxxx 25, Oficina 102, Las Xxxxxx, Xxxxxxxx; Xxxxxxxx Xxxxxxx Xxxxxxx,
National ID Card No.9,668,926-8, domiciled at Xxxxxxxxxx 25, Oficina 102, Las
Condes, Santiago, as parties of the first part; and, as party of the second
part, Inmobiliaria Carmel (hereinafter "Carmel") represented by Xxxxx Xxxxxx,
National ID Card No. 14,518,568-8, both domiciled in this city at Avda. Las
Condes 7300, Las Condes.
ONE:
a) Inmobiliaria Carmel S.A. entered into a swap promise agreement with
Uniservice Corporation dated September 8, 2000, whereby Uniservice
Corporation promised to swap to Carmel 1,525,360 shares of "A" Series stock
and, in turn, Inmobiliaria Carmel S.A. promised to swap to Uniservice
Corporation 579,579,295 shares of "A" Series stock and 21,752,701 shares of
"B" Series stock at Chilean public corporation Rebrisa S.A.
b) The aforementioned swap agreement was subject to three conditions,
indicated in paragraphs a), b) and c) of No.3 of Clause One of said swap
agreement dated September 8, 2000, which conditions the parties are fully
aware of.
TWO:
In case Carmel shall purchase the aforementioned Uniservice stock under the said
swap, Carmel, duly represented by Xxxxx Xxxxxx, as party of the first part, and
Huillimapu S.A. and Xxxxxxxx Xxxxxxx Xxxxxxx, as parties of the second part,
enter into the following purchase and sale promise agreement:
a) Inmobiliaria Carmel S.A. promises to sell, assign and transfer to
Huillimapu S.A., which promises to purchase and acquire through its
representative, 189,000 shares of "A" Series stock at Uniservice
Corporation.
The purchase and sale price shall be US$2.80.- (TWO DOLLARS AND EIGHTY CENTS)
per share, i.e. the aggregate sum of US$529,200 (five hundred and twenty-nine
thousand two hundred dollars)
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The above price shall be paid within 5 years from the execution date of the
final purchase and sale agreement, in its equivalent in local currency at the
date of payment. Said price shall not accrue any interest.
b) Inmobiliaria Carmel S.A. promises to sell, assign and transfer to Xxxxxxxx
Xxxxxxx Xxxxxxx, who promises to purchase and acquire through its
representative, 10,000 shares of "A" Series stock at Uniservice
Corporation.
The purchase and sale price shall be US$2.80.- (TWO DOLLARS AND EIGHTY CENTS)
per share, i.e. the aggregate sum for the 10,000 shares of stock shall be
US$28,000 (twenty-eight thousand dollars).
The above price shall be paid within 2 years from the execution date of the
final purchase and sale agreement, in its equivlaent in local currency at the
date of payment. Said price shall not accrue any interest.
FOUR: The final purchase and sale agreement shall be entered into within 10 days
following the date on which Carmel shall have acquired title to the shares of
stock at Uniservice Corporation under the swap promise agreement dated September
8, 2000 mentioned above.
FIVE: The shares of Uniservice Corporation hereunder shall be transferred free
and clear of all liens, pledges, attachments or litigation. The promised sale
shall include all the rights and privileges to which the shares hereunder are
entitled.
The parties shall deliver the stock certificates at the time of executing the
final purchase and sale agreements or within 5 days from the execution of the
final agreements.
SIX: PENALTIES: In case Carmel or Huillimapu desist from entering in the
purchase and sale promised hereunder due to events attributable to them, the
defaulting party shall pay the diligent party a penalty in the sum of
US$200,000, which amount has been mutually agreed as late penalty. In turn, if
Carmel or Xx. Xxxxxxx desist from entering in the purchase and sale promised
hereunder due to events attributable to them, the penalty shall be US$5,000,
which amount has been mutually agreed as late penalty.
SEVEN: ARBITRATION: Any doubt or difficulty arising in connection with the
validity, applicability, performance or interpretation hereof shall be settled
briefly and summarily by an equitable arbitrator whose award shall be final. The
arbitrator shall be appointed by mutual agreement of the parties in dispute, and
failing such agreement the appointment shall be made by the courts of justice,
in which case the equitable arbitrator shall have worked as counsel at the
Supreme Court or as arbitrator at the Arbitration Center of the Xxxxxxxx Chamber
of Commerce.
EIGHT: CONVENTIONAL DOMICILE: For all legal effects in connection herewith, the
parties establish their domicile in the city of Santiago.
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NINE: COUNTERPARTS: This instrument is executed in three counterparts in Spanish
and three counterparts in English, of identical content and date, with one such
counterpart remaining in the possession of each party hereto.
pp. HUILLIMAPU S.A. pp. INMOBILIARIA CARMEL S.A.
Xxxxxxx Xxxxxxxx Xxxxx Xxxxx Xxxxxx
Xxxxxxxx Xxxxxxx Xxxxxxx
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