[EXHIBIT 10.5]
[STOCK PURCHASE AGREEMENT, DONIMAR]
PROMISE OF SALE OF SHARES AND PAYMENT BOND.
PROMISE OF SALE OF SHARES AND PAYMENT BOND.- In the city of Montevideo, this
twenty-second day of August of the year 2002, there appear Xx. Xxxxxxxx Xxxxx
XXXXXXX BUZIO, Uruguayan, of legal age, holder of I.D. Card number _.___.___-,
married in first and only marriage with Xxxxxxxx Xxxxx, and Xx. Xxxxxx Xxxxxx
GURMENDEZ XXXXXXX, Uruguayan, of legal age, holder of I.D. Card number
_.___.___-_, married in first and only marriage with Xxxxxxx Xxxxxxxxx,
establishing their domicile for these proceedings at 000 Xxxxxxxx Xxxxxx, xxxxx
000 of this city, as party of the first part, and ITOLUR SOCIEDAD ANONIMA, an
authorized legal entity, registered with the Tax Payers Sole Register under
number 00.000.000.0000, domiciled at 0000 Xxxxxx Xxxxxxxx Xxxxxx, xxxxx 000, and
establishing domicile for these proceedings at 000 Xxxxxxx Xxxxxx, Xxxxx 000,
both domiciles of this city, being represented in these proceedings by the
Chairman of the Board of Directors, Xx. Xxxxxxxxx Xxxxxx Xxxxxx, holder of I.D.
Card number _.___.___-_, as party of the second part, and they agree to the
following provisions:
FIRST: Xx. Xxxxxxxx Xxxxxxx and Xx. Xxxxxx Gurmendez promise to sell,
free from liabilities, encumbrances and any other kind of judicial bar or
charge, to ITOLUR SOCIEDAD ANONIMA, which promises to buy the ownership and
possession of all the share capital of DONIMAR SOCIEDAD ANONIMA, a legal entity
registered with the Tax Payers Sole Register under number 00.000.000.0000, with
the Social Welfare Bank under number 3.529.356 and with the Ministry of Labor
and Social Security under number 271783.
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SECOND: The price of the engagement to sell is eight thousand American
dollars (US$ 8,000), which the purchasing party shall pay in one installment in
cash simultaneously to the delivery of the definite documentation, the shares
and all the documentation regarding the above mentioned corporation by the
selling party. The change in the management of the corporation shall take place
after obtaining proof from the Public Register's certificates that there are no
records that can affect the execution of the contract, and all the accounting
and tributary studies and other document, certificate and like evidence
necessary for the definite execution.- The selling party is bound to deliver: a)
the shares and all the corporation's documentation simultaneously to the
execution of the agreement; and b) all the necessary documentation for the
execution of the definite agreement, in the above mentioned conditions, to the
Notary Public Xxxxxxxx Xxxxxxxxx Rebuffo before the execution; the selling party
shall also have to prove that there is not any pending obligation regarding such
documentation, or any other obligation that could bind in such a way the
purchasing party in the fulfillment of such pending obligation of DONIMAR
SOCIEDAD ANONIMA, and/or the sellers of the shares or their predecessors, the
obligation being civil, commercial, fiscal or regarding social security, or
labor or of any nature, and if an obligation arises, it shall be on account of
the selling party, having to fulfill it before the definite execution of the
agreement.- The agreement is compromised on a basis of good share certificates
according to the Notary Public Rodriguez Rebuffo. If she were to make an
observation that the selling party could not accept, the controversy shall be
settled by an unappealable decision of the Executive Committee of the Uruguayan
Notaries Public Association.
THIRD: The contract of sell shall be entered into within the term of 25
days counting as from August 22nd, 2002.
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FOURTH: The selling party is bound to obtain the consent of their
respective spouses at the moment of definite execution of the contract, if the
shares are community property.
FIFTH: The expenses and fees originated for the engagement to sell
shall be on account of the purchasing party. The selling party shall be
responsible of all the necessary costs to update the situation of Donimar
Sociedad Anonima, specially regarding taxes, accountings, social security, and
other charges.
SIXTH: The party who should not comply with any of the obligations that
arise from this document or as a consequence of it, shall have to pay to the
other party the amount of two thousand American dollars (US$ 2,000) as a
penalty, being included in such amount the damages that might be caused.
SEVENTH: The parties shall fall in arrears, by force of law and without
the need of any in court or out of court demand, at the mere maturity of the
agreed terms or by doing or omitting from doing something contrary to what was
stipulated.
EIGHTH: The parties establish special domicile for all the effects that
might arise from this proceedings at the ones above mentioned previously as
their own, and convey full effects to the notifications received via certified
mail at those domiciles.
NINTH: The obligations brought about from this document are active and
passive, jointly and severally and indivisible until they extinguish.
TENTH: In order to guarantee the obligations agreed upon by this
document, Xx. Xxxxxxxx Xxxxxxx and Xx. Xxxxxx Gurmendez hand all the
documentation of DONIMAR SOCIEDAD ANONIMA (corporate books, by-laws, block of
shares, Tax Payers Register, Registration Book of Work) to the Notary Public
Xxxxxxxx Xxxxxxxxx Rebuffo. The Notary Public shall keep the documentation in
deposit until the parties unanimously or by judicial provision indicate what to
do with it.
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ELEVENTH: Xx. Xxxxxxxx Xxxxxxx and Xx. Xxxxxx Gurmendez bind themselves
to become joint and several bailers of the debts of the company DONIMAR SOCIEDAD
ANONIMA that may arise, prior to the date of execution of the contract of sell
of shares.
TWELFTH: The selling party guaranties that DONIMAR SOCIEDAD ANONIMA
contains in the corporate assets the license to carry out international long
distance telephone services, pursuant to a Decree of the Executive Power dated
November 27th, 2001, under the conditions thereto established, authorization
granted pursuant to the request under file number 2001/02009/1/1066.
THIRTEENTH: ITOLUR SOCIEDAD ANONIMA promises to pay the amount of
thirty- five thousand dollars (US$ 35,000) that the company LENDEX SOCIEDAD
ANONIMA undertook the responsibility to pay on behalf of DONIMAR SOCIEDAD
ANONIMA to the Regulating Office of Communication Services (URSEC), through the
delivery of four deferred checks numbered 179676 to 179679 of the Discount Bank,
according to the URSEC receipts, at the moment of the execution of the definite
contract together with the delivery of the shares. The payment shall be verified
in some of the following ways: a) through the payment of all the debt to the
URSEC, against the delivery of the four checks above mentioned; b) substituting
the checks delivered by other checks of the same amount and payment date of the
above mentioned ones; c) guaranteeing to the issuing Bank of the checks of the
same amount and payment date of the above mentioned ones; c) guaranteeing to the
issuing Bank of the checks the delivery of funds to proceed in the payment of
each check; and d) in any other way that the parties agree upon.
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FOURTEENTH: This contract shall automatically be canceled, without any
responsibility of the parties, if in the established term of 25 days, the
selling party does not obtain the approval by the above mentioned organization
of the "technical record" to perform the services object of the mentioned
license.
In certification and confirmation of the above we execute and sign
these presents in three copies of the same tenor.
/There appear three illegible signatures/
The undersigned Public Translator declares the foregoing - the copy of
which is registered under her private file under No. 17/2002 - to be a faithful
and complete translation into English of the original document (PROMISE OF SALE
OF SHARES AND PAYMENT BOND), written in Spanish, attached hereto.
Montevideo, November 5th, 2002.
/s/ Xxxxxxx Xxxxxxx,
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Public Translator
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