Exhibit 14(b)
Exhibit 14
XXXXXX XXXXX XXXXXX
Notary Public
8th Notary Public's Office
Xxxxxxxx de Chile
March 27, 2001 Record No. 1085/2001
STOCK PURCHASE AGREEMENT ON SOCIEDAD MATRIZ BANCO DE CHILE S.A. AND BANCO
DE CHILE, JOINT AND SEVERAL GUARANTEE AND COMMERCIAL PLEDGE
LQ INVERSIONES FINANCIERAS S.A. ET AL
AND
INVERSIONES LAS XXXXXX X.X. ET AL
The parties individualized hereinbelow have appeared in my presence, XXXXXX
XXXXX XXXXXX, attorney at law, Acting Notary Public of the 8th Notary Public's
Office in Santiago of XXXX XXXXXXXXX CASH, domiciled at # 000 Xxxxxxx Xxxxxx,
xxxxx 0, Xxxxxxxx xx Xxxxxxxx, on March 27, 2001: 1) Xx. XXXXXX XXXXXXX XXXXXX,
a Chilean citizen, married, architect, National Id. Card No. 833.861-2, hereby
acting in his name and on behalf of, as it shall be evidenced: INVERSIONES LAS
XXXXXX X.X. Tax Id. No. 96.545.080-7; Xxx. XXXXX XXXXXXX XXXXXXXXXX XXXXXXX,
National Id. Card No. 2.288.981-8; Xx. XXXXXX XXXXXXX XXXXXXXXXX, National Id.
Card No. 8.408.346-1; Xx. XXXXXX XXXXXXXX XXXXXXXXXX, National Id. Card No.
5.067.041-9; Xxx. XXXXX XXXXXXXXX XXXXXXXX SANTA XXXXX National Id. Card No.
13.271.635-8; Xx. XXXXXX XXXXXXXX SANTA XXXXX, National Id. Card No.
13.686.924-8; Xx. XXXXXX XXXXXXXX XXXX XXXXX, National Id. Card No.
14.168.281-4; Xxx. XXXXXXX XXXXXXXX XXXXXXXXXX, National Id. Card No.
4.778.791-2; Xxx. XXXXXX XXXXXXXX XXXXXXXXXX, National Id. Card No. 5.540.049-0
and Mrs. XXXXXXXXX SANTA XXXXX XXXXXXX, National Id. Card No.
6.616.988-K for these purposes, all the aforementioned parties domiciled at #
000 Xxxxxxxxx Xxxxxx, xxxxxx 000, Xxx Xxxxxx xxxxxxxx, on the one hand, in their
capacity of sellers, hereinafter collectively and indistinctly designated the
"Sellers"; and on the other, as buyer: 2) Xx. XXXXXXXXX XXXXXX XXXXX, a Chilean
citizen, married, entrepreneur, National Id. Card No. 6.062.786-K, hereby acting
on behalf of LQ INVERSIONES FINANCIERAS S.A., an investment company, Tax Id. No.
96.929.880-5, hereinafter also indistinctly designated the "Buyer"; QUINENCO
S.A., an investment company, Tax Id. No. 91.705.000-7, hereinafter also
designated the "Joint and Several Debtor", and INVERSIONES HIDROSUR LIMITADA, an
investment company, Tax Id. No. 79.871.250-0, hereinafter also designated
"Hidrosur", all the aforementioned of legal age and domiciled in this city at #
00 Xxxxxxx Xxxxxx Xxx Xxxxxx, Xxxxx 00, Xxx Xxxxxx district, who have evidenced
their relevant identities by means of the identity cards already specified
hereinabove and represent as follows:
That they have subscribed and entered into this Stock Purchase Agreement on
Sociedad Matriz Banco de Chile S.A., hereinafter designated "SM Chile" and Banco
de Chile, and Joint and several guarantee and Pledge, hereinafter referred to as
the "Purchase Contract", which shall be ruled as per the legal regulations
currently in force and, particularly by the clauses and provisions specified
hereinbelow:
ONE: STOCKS AND PROMISE TO SELL
1.1) For all the purposes of this Purchase contract, Sellers are members
of a group of shareholders of SM-Chile and Banco de Chile, the name
and composition of which is as follows: Grupo Larrain: Inversiones
Las Arenas Sociedad Anonima; Xxxxxx Xxxxxxx Xxxxxx; Xxxxx Xxxxxxx
Xxxxxxxxxx Xxxxxxx; Xxxxxx Xxxxxxx Xxxxxxxxxx; Xxxxxx Xxxxxxxx
Xxxxxxxxxx; Xxxxx Xxxxxxxxx Xxxxxxxx Santa Xxxxx; Xxxxxx Xxxxxxxx
Santa Xxxxx; Xxxxxx Xxxxxxxx Santa Xxxxx; Xxxxxxx Xxxxxxxx
Xxxxxxxxxx; Xxxxxx Xxxxxxxx Xxxxxxxxxx and Xxxxxxxxx Santa Xxxxx
Xxxxxxx. The origin of this group of shareholders stems from the
definitions of the Shareholders Agreement subscribed by the
so-called Penta, Familia Xxxxx/Solari, Moreno, Consorcio and Larrain
Groups with respect to the shares owned by them in SM
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Chile and Banco de Chile, as evidenced in a private deed dated
November 22, 1999.
1.2) The stocks subject matter of this Purchase contract, hereinafter
referred to as the "Shares" are as follows:
Grupo Larrain: 297,287,434 shares of SM Chile - Series B; 323,032
shares of SM Chile - Series D and 49,940,189 shares of Banco de
Chile, as evidenced in the titles specified under Exhibit A herein.
Exhibit A shows a breakdown of shareholders, shares and their
relevant title numbers, which has been duly signed by the parties
and accounts for an integral part of this Purchase contract and is
formalized at the end of the records corresponding to the current
month under number 113.
1.3) Sellers hereby represent that Shares are free from all encumbrances,
pledges, usufruct, charges, restrictions, attachments, legal
actions, resolutory, third-parties preemptive rights, prohibitions
or limitations to property of any nature or character whatsoever,
that might affect the selling or transfer thereof to Buyer;
likewise, Shares are fully paid and shall grant Buyer the economic
and political rights provided under the articles of incorporation of
SM Chile and Banco de Chile and Law 18.041, whereby Sellers become
liable for clearing title in compliance with the applicable legal
framework.
1.4) On January 31, 2001, the members of Banco de Chile's and SM Chile's
controlling shareholders agreement, which Sellers are part of,
subscribed a promise to sell agreement with Buyer, which is entitled
"Promise to Sell Stock Contract from Sociedad Matriz Banco de Chile
S.A. and Banco de Chile, Joint and several guarantee and Commercial
Pledge", hereinafter designated "Promise to Sell", by virtue of
which the parties undertook to subscribe this Purchase contract
regarding the shares of SM Chile and Banco de Chile, which the
shares specified under paragraph 1.2) hereinabove are part of. The
aforementioned Promise to Sell was formalized at this Notary
Public's Office on February 1, 2001, under record number 7.
TWO: Purchase contract
2.1) Sellers, on their own behalf or duly represented herein as specified
in the preamble
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hereof, hereby sell, assign and transfer to LQ Inversiones
Financieras S.A., the representative of which - Xx. Xxxxxxxxx Xxxxxx
Xxxxx - in turn hereby buys, accepts and acquires the shares
individualized in paragraph one in the foregoing clause.
2.2) This purchase and transfer of Shares and their relevant prices shall
encompass all holdings and rights related to net worth;
revaluations; accumulated earnings; retained earnings and other
reserve or corporate funds of any nature, purpose or denomination
whatsoever, including those retained in any undistributed fund and
even though there are agreements yet to be fulfilled for
distribution thereof or belong in any manner whatsoever to shares'
holders, either resulting from the current or previous years, with
the exception of the dividends distribution to be agreed upon as
part of shareholders meetings of SM Chile and Banco de Chile, to be
held on March 29, 2001, which as specified under paragraph 3.9)
hereinbelow, are owned by Sellers. Furthermore, the parties hereby
acknowledge that the agreed price for Shares includes pending or
future options that Sellers might exercise for any reason
whatsoever, even for the purposes of underwriting pay shares and all
and every pay-free shares the distribution of which and charge to
build-up funds is agreed upon, whichever their nature and
denomination may be.
2.3) The parties hereto place on record that, on a joint basis with the
subscription of this Purchase contract, Buyer has also subscribed a
number of purchase contracts for shares of Banco de Chile and SM
Chile, joint and several guarantee and commercial pledge agreements,
hereinafter designated "Shareholder Agreement Contracts" with
further groups of shareholders being part of the current major
shareholders agreement of Banco de Chile, also referred to as Grupo
Penta; Grupo Familia Xxxxx/Xxxxxx; Grupo Consorcio and Grupo Xxxxxx,
by virtue of which, said groups of shareholders have sold the shares
of SM Chile and Banco de Chile owned thereby to Buyer, as per terms
and conditions essentially identical to those provided under this
Purchase contract.
2.4) Transfer of ownership of the Shares is hereby granted on a symbolic
basis by means of the handing over by Sellers to Buyer of the titles
representing the Shares specified under Exhibit A, by virtue of
which Sellers are entitled and willing to
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transfer the aforementioned property and Xxxxx intends and is
willing to acquire such property.
THREE: PRICE
3.1 The unit price of each of the shares subject matter of this
contract, as expressed in Chilean pesos, is as follows: SM Chile -
Series B: CLP 58.940225; SM Chile - Series D: CLP 56.670464 and
Banco de Chile: 35.819619.
3.2 Consequently, the total price of the shares subject matter of this
Purchase contract amounts to CLP 19,329,333,273 equivalent - to the
subscription date of this document - to UF(1) 1,221,890.69 a sum
that Buyer hereby pays and shall pay as follows:
3.2.1. By means of CLP 6,838,251,934 equivalent to date to UF 432,275.46,
which Buyer hereby pays in cash to Sellers, who in turn, hereby
acknowledge receipt to their entire satisfaction and hence issue the
relevant receipt therefor.
3.2.2. By means of the equivalent in Chilean pesos of UF 789,615.23, which
Buyer hereby undertakes to pay within a maximum term of twenty-four
(24) months as of the date herein, that is to say, on March 27, 2003
at the latest.
3.3 The balance of the price specified under paragraph 3.2.2 shall
accrue, as of the date of this Purchase contract, an interest
amounting to an annual 8.5% rate / on a 360-day base, payable on a
bi-annual basis, according to the payment schedule detailed
hereinbelow: a) Installment No. 1: falling due on September 27,
2001; b) Installment No. 2: falling due on March 27, 2002; c)
Installment No. 3: falling due on September 27, 2002; d) Installment
No. 4: falling due on March 27, 2003.
3.4 In the event of a default situation or simple delay in the payment
of any interest installment whatsoever, either partial or total,
Sellers shall be entitled to accelerate and request Buyer payment of
the entire outstanding price balance as of the date of default or
delay and accordingly, as of such date and until actual payment,
accrued in the maximum legal interest permitted by law for
adjustable operations, as calculated over the basis of the total
amount of outstanding price balance plus the interests accrued to
the date of the default situation or simple delay, all of which
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(1) Translator's note: UF - Unidad de Fomento, a Chilean, non-physical indexed
monetary unit.
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shall be subject to compounding. The same default rate of interest
shall accrue in the event of a default situation or simple delay in
the payment of the price balance principal.
3.5 Buyer is hereby entitled to make a voluntary advance payment or
partial payments on the price balance whenever it deems so
appropriate and as long as the obligation to pay the price balance
and the relevant interests have not fallen due. Once due, Sellers
shall not be obligated to receive partial advance payments for
amounts lower than twenty-five (25%) of the relevant outstanding
obligation. Partial advance payments, of any nature whatsoever,
shall be allocated to regular or interest on arrears, as the case
may be, and as accrued to payment date and the balance, if any,
shall be allocated to the principal. At all events, Buyer hereby
undertakes to make any voluntary advance payment or partial payments
on the price balance on a prorated and simultaneous basis regarding
all and every Shareholder Agreement Contracts.
3.6 Should the voluntary advance payment or partial payments on the
price balance be carried out within an 18-month term as of
subscription date of this Purchase contract, Buyer shall also pay
Sellers a further charge on the advance payment amount equivalent to
applying an annual 8.5% rate of interest over its value in Unidades
de Fomento for the remaining period until the 24-month term agreed
upon for payment of the price balance falls due, less its current
value according to an annual 7.4% rate, based upon the formula and
example provided under Exhibit B, which, duly signed by the parties
hereto, is an integral part of this instrument and is notarized at
the end of these records under number 113. Any voluntary advance
payments or partial payments carried out after the last day in month
18 as of subscription of this Purchase contract shall not be subject
to the aforementioned further charge, regardless of the allocation
thereof provided by the law.
3.7 Payment of the amounts expressed in Unidades de Fomento shall be
carried out in Chilean Pesos according to the rate of exchange for
such monetary unit reported by the Chilean Central Bank, effective
on actual payment date.
3.8 Should the Unidad de Fomento be eliminated or rendered null and
void, the price balance shall be adjusted as per the rate
superseding it or, otherwise, as per the
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variation shown by the Consumer Price Index, as reported by
Instituto Nacional de Estadisticas (National Statistics Bureau)
between the last day of the month prior to the event or act
abrogating or rendering Unidad de Fomento null and void and the last
day of the month prior to price balance payment, calculated
according to the principal thereof based upon its equivalent in
Chilean pesos as per Unidad de Fomento last known value.
3.9 The parties hereby place on record as follows:
3.9.1 As a result of the subscription of this Purchase contract on today's
date, moment at which the relevant rights of the shareholders of SM
Chile and Banco de Chile are already established for the following
meetings of shareholders of both companies, as summoned for Mach 29,
2001 and as part of which agreements shall be reached on the
adoption of the balance sheets and financial statements
corresponding to the fiscal year ended on December 31, 2000 and
whereby the dividends of the Shares agreed to be distributed during
such meetings shall be collected by Sellers, the amount of such
dividends yet to be paid to Sellers was deducted from the price and
first allocated to the interests referred to under item 3.9.2
hereinbelow.
3.9.2 Based upon what provided under paragraph 3.3 in the Promise to Sell,
the price of the Shares subject matter of this Purchase contract has
been adjusted and the amount accounting for annual 5% interests /
360-day base accrued between January 25, 2001 and the date herein
has been compounded. The aforementioned amount, as specified in the
item hereinabove, has been allocated to the dividends yet to be paid
to Sellers and the price installment paid in cash herein has been
adjusted accordingly. The value resulting from the adjustments
referred to under paragraphs 3.9.1 and 3.9.2 is evidenced by the
Shares unit price provided under paragraph 3.1 hereinabove.
FOUR: MANDATORY ADVANCE PAYMENT
4.1 Quinenco S.A. affiliate, namely Inversiones Hidrosur Limitada, owns
32,365,881 shares evidenced by title No. 221,409, currently
equivalent to approximately to a 13.68% stake of the shares issued
by Empresa Nacional de Telecomunicaciones S.A., hereinafter also
designated "ENTEL Shares".
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4.2 Provided that Hidrosur actually sells ENTEL Shares to an unrelated
third party, Buyer hereby undertakes to make an advance payment to
Sellers, amounting to the total net price (gross price less fees and
expenses directly stemming from the sale) of the sale of ENTEL
Shares, as provided under a purchase contract for all or part of the
ENTEL Shares subscribed between Hidrosur and an unrelated third
party, irrespectively of the time, manner, terms and conditions
provided for paying the price established under the aforesaid
contract. Should the sale prince of ENTEL Shares be paid in cash,
the relevant advance payment shall be carried out in cash within the
3-banking working days following the subscription date of the ENTEL
Shares Purchase contract and, should the price payment be made in
installments, the advance payment shall be performed within the
5-banking working days following said date and the aforesaid advance
payment shall be credited to the price balance referred to under
paragraph 3.2.2. In the aforementioned cases, the special charge
provided under paragraph 3.6 hereinabove shall not be applicable,
and advance payment shall be allocated to the interests accrued as
of the date of said advance payment and the balance thereof shall be
allocated to the principal. At all events, Buyer hereby undertakes
to make any advance payments on the price balance by virtue of this
provision on a prorated and simultaneous basis regarding all and
every Shareholder Agreement Contracts.
FIVE: SURETIES. Each and every obligation undertaken by Buyer by virtue of this
document shall be secured as follows:
5.1 Guarantee and Joint and Several Debt by Quinenco S.A.
5.1.1 Quinenco S.A., hereby represented by Xx. Xxxxxxxxx Xxxxxx Xxxxx,
already individualized in the preamble hereof and duly authorized by
the Board of Directors of the company he represents, hereby grants a
guarantee and joint and several debt in favor of Sellers, who in
turn accept it, regarding all and every main and accessory
obligations undertaken by its affiliate, LQ Inversiones Financieras
S.A. in its capacity as Buyer by virtue of this Purchase contract,
thereby becoming subject to the terms and conditions its guaranteeee
is bound to and acting on a joint and several basis as to
obligations as if it were the debtor itself, which shall
particularly
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encompass payment of the price balance and accessory payments.
5.1.2 Joint and several debtor hereby accepts all extensions, renewals,
increases or modifications that might affect the obligations of
Buyer as a consequence of this instrument, with no observations or
exclusions whatsoever and keeping its joint and several liability
until all and every secured obligations, irrespective of the nature
thereof, are fulfilled by the original party hereto.
5.1.3 The amounts actually paid by Xxxxxxxx S.A. in its capacity of
guarantor and joint and several debtor shall entitle it to subrogate
against Buyer, yet subordinating and postponing its rights until all
Sellers receive full payment, both as a result of pledged shares
exercise and regarding the general pledge right of Sellers.
5.2 Commercial pledge and prohibition to encumber and transfer of
shares.
5.2.1 In order to secure each and every principal and accessory
obligations undertaken by Buyer by virtue of this contract,
particularly concerning payment of the price balance agreed upon
under paragraph 3.2.2, adjustments, regular interests, interest on
arrears and judicial fees thereof, if any, Buyer hereby grants a
commercial pledge in favor of Sellers, who in turn accept this
pledge, as per Title 15, Second Book of the Code of Commerce, on all
and every Shares as individualized under paragraph 1.2, as well as a
prohibition to encumber and transfer said Shares without the prior
authorization in writing from Sellers.
5.2.2 Buyer hereby makes available to Sellers, through its representative,
who in turn receive and accept on behalf thereof, titles No.
16321-10 accounting for 49,940,189 shares of Banco de Chile; and
titles No. 1056012-08 accounting for 297,287,434 shares of SM Chile
- Series B and No. 38978-01 accounting for 323,032shares of SM Chile
- Series D, which represents Buyer's and joint and several debtor's
intention and capacity to transfer the pledge right over the shares
and Sellers' and pledgees' willingness and capacity to receive them
as a surety for all and every principal and accessory obligations of
Buyer stemming from this document, particularly to secure price
balance, adjustments and regular and interest on arrears, including
costs of any nature whatsoever, if any, all the aforementioned as
per the terms and conditions provided in this contract. Likewise, it
is expressly placed on record that on this date, the authenticating
Notary Public has notified SM Chile and
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Banco de Chile general managers on the commercial pledge granted
herein and has further registered it in the relevant Stockholder
Registers.
5.2.3 As a result of Shareholder Agreement Contracts by virtue of which
Xxxxx has granted a commercial pledge in favor of the other member
groups of Banco de Chile's major shareholders agreement, on the
shares sold by every of these shareholders, in order to secure all
Buyer's obligations and particularly the payment of the relevant
price balances and accessory payments and, taking into consideration
that in Sellers' interest, an adequate surety should be made
available so as to secure faithful and timely payment of all and
every price balances owed by Buyer, the parties hereby agree that in
the event all the shares pledged by Buyer in favor of the
shareholder groups mentioned hereinabove and of Sellers as a
consequence of this contract and shareholders agreement contracts
account, for any reason and at any time, for a percentage lower than
35% of all the political and voting rights of Banco de Chile, or a
percentage below the number of shares it holds at the company
resulting from any merger or arising out of a capital increase of
Banco de Chile, the amount equivalent to the current 35% of all the
political and voting rights of Banco de Chile, Buyer shall
supplement the relevant surety at Sellers' request so that a debt -
surety ratio amounting to 1:1 is kept. Consequently, a commercial
pledge shall be granted on a prorated and simultaneous basis
concerning this Purchase contract and all and every Shareholders
agreement contracts, on other shares of corporations based upon
their market value, so that the outstanding balance of the debt
resulting from the price balance is always secured by a stock pledge
whereby the market value of the shares subject matter of this stock
pledge is not lower than the total outstanding price balance.
Pledged shares "Market value"o shall be construed as the average
weighed stock exchange transaction value thereof over the last
60-day period. As to the shares required to supplement this surety,
they should preferably correspond to SM Chile and/or Banco de Chile,
or to other public stock corporations, in the latter case, at
Sellers' satisfaction. Surety should be supplemented within a 60-day
term as of requirement from Sellers.
5.2.4 Concerning the dividends of pledged shares, they shall belong to
their relevant owners, however, the following exceptions shall be
applicable: a) Whenever the
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price balance and/or the interests thereof as provided under clause
three in this instrument and secured by means of the pledge fall due
and, regardless of the collection procedures related to price
balance and/or its interests that pledgees might undertake,
dividends shall belong to Sellers. Consequently, Sellers shall
charge and collect them directly from issuer company and then credit
and allot them as per general norms; and b) Should all the shares
pledged by Buyer in favor of the shareholder groups individualized
under paragraph 2.3 and in favor of Sellers by virtue of this
contract and shareholders agreement contracts account - at any time
- for a percentage lower than 35% of all the political and voting
rights of Banco de Chile, or a percentage below the number of shares
it holds at the company resulting from any merger or arising out of
a capital increase of Banco de Chile, the amount equivalent to the
current 35% of all the political and voting rights of Banco de
Chile, and should the debt - surety ratio be lower than 1:1, then
dividends shall only be collected by Buyer if duly authorized by
Seller. Should no authorization be available, the relevant dividends
shall belong to Sellers, who shall be entitled to charge and collect
them directly from issuer company, in which case, they shall take a
renewable 30-day term deposit at Banco de Chile until the debt -
surety ratio regains the 1:1 level. Furthermore, should this 1:1
debt - surety ratio fails to be regained within the aforementioned
60-day term as of requirement to Buyer from Sellers, the latter
shall be entitled to and shall collect, credit and allocate the
amount of the aforesaid deposit to the price balance, according to
general rules of business. Should the surety be supplemented within
the term mentioned hereinabove, the term deposit shall be rendered
to Buyer.
5.2.5 For the purposes of charging and collecting Shares dividends, in the
cases and under the terms and conditions provided under items a) and
b) in paragraph 5.2.4 hereinabove, Buyer hereby grants a special and
irrevocable power of attorney to Inversiones lLas Xxxxxx X.X., which
shall be entitled to proceed by means of any of the representatives
thereof, entitling it to charge, collect and perceive the dividends
of issuer company shares, as well as to credit and allocate them to
the price balance owed by Buyer, if applicable. This power of
attorney has an irrevocable character, as per the terms and
conditions provided under article 241 in the Code of Commerce
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and is granted for the benefit of the grantor, consequently, it
shall remain in full force for the entire period along which the
pledge referred to under paragraph 5.2 is effective. Furthermore,
this power is totally free, as a result of which, the representative
shall not receive any compensations whatsoever when acting in such
capacity. Should Buyer revoke the power granted in the paragraph
hereinabove or should it be terminated for any other causes
attributable to Buyer, Sellers shall be then entitled to exercise,
either individually or on a joint basis, all those rights and
actions granted thereto so as to claim compensation for any loss
resulting from the aforementioned situation and affecting Sellers.
Neither the granting of this power, nor the termination thereof
shall terminate or restrict the pledge subject matter of this
document in any manner whatsoever, which shall remain in full force
for as long as any portion of the secured price balance remains
unpaid, all of which, notwithstanding what provided under article
2.401 in the Civil Code.
5.2.6 Should partial advance payments of the price balance take place,
either voluntary or mandatory, Sellers shall release the pledge and
prohibition to encumber and transfer on a pro rata basis with the
advance payment amount, unless the situation specified under
paragraph 5.2.3 occurs.
5.3 Inversiones Hidrosur Limitada's Guarantee.
5.3.1 Hidrosur, hereby duly represented by Xx. Xxxxxxxxx Xxxxxx Xxxxx,
hereby grants a joint and several guarantee in favor of Sellers, who
in turn hereby accept this guarantee, for the purposes of securing
the advance payment obligation undertaken by Buyer by virtue of
clause four of this contract, a surety that shall be limited to the
net sales value of ENTEL Shares to an unrelated third party.
5.3.2 Hidrosur's joint and several guarantee shall be enforced in the
event that, once ENTEL Shares have been sold to an unrelated third
party, Buyer fails to pay Sellers an amount equivalent to the entire
net sales price of said shares. Accordingly, Seller shall be
entitled to request payment of the price balance on an equally
advanced basis as per the provision under paragraph 7.3 hereinbelow.
5.3.3 Should Hidrosur sell or transfer ENTEL Shares in any manner
whatsoever to a related party or company, on a joint basis with
transfer, it shall undertake the obligation of becoming joint and
several guarantor under the same terms and
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conditions as specified hereunder. Failure to do so under the
aforementioned terms and conditions shall be construed as transfer
being done to an unrelated third party and, hence, the advance
payment obligation provided under clause four hereinabove shall be
executed.
SIX: OTHER OBLIGATIONS OF BUYER AND JOINT AND SEVERAL DEBTOR
As long as the price balance payment remains outstanding, Buyer and Joint and
Several Debtor undertake before Sellers strict compliance of the obligations
specified hereinbelow:
6.1 Providing Sellers' representative, as appointed under clause sixteen
herein, hereinafter designated the "Representative" with quarterly
consolidated financial statements as per the FECU format, within a
30-consecutive day term as of the end of the relevant quarter in the
case of Buyer and within the same term established for such purposes
by the Superintendence of Securities and Insurance in the case of
Joint and Several Debtor. On the other hand, Buyer and joint and
several debtor shall provide Representative with their general
balance sheet and consolidated financial statements on December 31
every year, including their corresponding comments. The
aforementioned documents shall be duly audited and shall encompass
the comments of their external auditors, all of which shall be made
available within a 120-day term as of the end of the corresponding
fiscal year.
6.2 Keeping an individual indebtedness level as part of which the
Financial Debt/Total Capitalization ratio shall not exceed 0.45
times. For the purposes of calculating this ratio, Financial Debt
shall be understood as the addition of lots 21,010; 21,015; 21,020;
21,025; 21,030; 21,060; 21,075; 22,010; 22,020; 22,030; 22,040 &
22,045 of each individual debtor's FECU. In turn, Total
Capitalization shall be understood as the addition of individual Net
Worth and Financial Indebtedness.
6.3 At all moments, keeping a minimum individual net worth amounting to
UF 33 million.
6.4 By the end of every fiscal quarter, keeping a consolidated
indebtedness level whereby the Financial Debt/Total Capitalization
ratio does not exceed 0.6 times. To calculate this ratio, Financial
Debt shall be understood as the addition of lots 21,010; 21,015;
21,020; 21,025; 21,030; 21,060; 21,075; 22,010; 22,020; 22,030;
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22,040 & 22,045 of debtor's consolidated FECU, plus the credit
resulting from the price balance arising from this Purchase
contract, unless such credit were included in previous lots. In
turn, Total Capitalization shall be construed as the addition of
consolidated Net Worth and individual Financial Indebtedness, plus
Minority Interest. Should Quinenco S.A. be forced to consolidate its
financial statements - consolidated FECU - with Banks or Financial
Institutions as per the definition provided on that regard under
articles 40 and 112, respectively in the General Bank Law (Decree
with the Force of a Law No. 3.997) and/or with SM Chile or the
Company managing the subordinated debt of Banco de Chile S.A.
(SAOS), calculation of the aforementioned ratio shall not encompass
any liability or obligation made part of the consolidated FECU
originating in a Bank or Financial Institution and/or SM Chile and
SAOS, with which the Joint and several Debtor is forced to undertake
consolidation. Failure to comply with this obligation shall not
result in a right to require advance payment of the credit subject
matter of this document, but shall prevent Buyer and Joint and
Several Debtor, from getting into further indebtedness, acquiring
shares issued thereby, distributing dividends in excess of the
amount provided under the dividend policy in force during such
fiscal year and from carrying out further investments with other
companies as long as failure to comply remained by the end of the
following fiscal quarter (two consecutive FECU).
6.5 Obtaining from Sellers their prior authorization in writing, should
Buyer and/or Joint and Several Debtor intend to merge, in any manner
whatsoever, divide or dissolve, an authorization that shall not be
denied without due justification, in which case Buyer and Joint and
Several Debtor shall resort to an arbitrator.
6.6 Obtaining the subordination of all the credits corresponding to
parties related to the entrepreneurial group to which Buyer and
Joint and Several Debtor belong, so that the credit accounting for
the price balance as specified under paragraph 3.2.2 hereinabove,
the adjustments, regular interests, interest on arrears and costs
thereof, if any, is billed and paid on a preferred basis to any of
such related credits. The obligations referred to under paragraphs
6.2, 6.3, 6.4 hereinabove shall only be applicable to Joint and
Several Debtor.
14
SEVEN: CAUSES FOR ACCELERATION
Should any of the causes for credit acceleration related to Shares' sales price
balance and term expiry specified hereinbelow take place, Sellers shall be
entitled to request, at their sole discretion, advance payment of the entire
credit and, hence, the relevant obligation shall be deemed as due:
7.1 Should Buyer fail to pay any of the biannual interest installments
provided under paragraph 3.3 hereinabove accruing from the price
balance.
7.2 Should Buyer breach the obligation of not encumbering or
transferring all or part of the Shares being pledged herein and/or
the shares used for supplementing the surety in case the 1:1 debt -
surety ratio be reduced of fail to furnish a further surety on a
timely and due basis so that the debt - surety ratio is regained.
7.3 Should Buyer or Hidrosur fail to pay Sellers an amount equal to the
total net sales price of ENTEL Shares in advance as per the terms,
conditions, manner and timeframe provided under paragraph 4.2
hereinabove, concerning paragraphs 5.3.2 and 5.3.3 herein.
7.4 Should Buyer, Joint and Several Debtor and/or Hidrosur file for
bankruptcy or take the steps for a judicial or extrajudicial
settlement.
7.5 Should, concerning Buyer, Joint and Several Debtor and/or Hidrosur,
a legal action be filed for judicial collection purposes based upon
the executive procedure, the amount of which is in excess of 5% of
the total net worth of the relevant company and should this company
fail to challenge the origin and/or truthfulness of such claim for
collection or the filing for bankruptcy, by means of written and
supported background before the relevant courts of justice, within
the corresponding legal timeframe for challenging purposes.
7.6 Should the entrepreneurial group known as Grupo Xxxxxx, current
major stockholder of Buyer's, Joint and Several Debtor's and
Hidrosur's loose control of Buyer or Banco de Chile or the exclusive
control of the Joint and Several Debtor or Hidrosur for any reason
whatsoever that is either attributable to such entrepreneurial group
or not, without prior authorization in writing from Sellers.
7.7 Should, as per the Bond Issuance Contract subscribed by Quinenco
S.A. and Banco Xxxx by means of a public deed granted before
Xxxxxxxx Xxxxxx Public Xx. Xxxxx
15
Xxxx Xxxxx on May 9, 2000, modified by means of a public deed dated
June 9, 2000, granted before the same Notary Public, advance payment
of such bonds be requested as a result of any cause whatsoever.
7.8 Should Buyer or Joint and Several Debtor fail to comply with any of
the obligations provided under clause six hereinabove and fail to
overcome such breach within the 90 days following such occurrence,
unless such situation results from a cause attributable to Buyer or
Joint and Several Debtor, in which case the aforementioned term
shall be reduced to 60 days. Whenever Sellers exercise the right to
accelerate payment of the price balance, according to what agreed in
this clause, they shall be entitled to collect and perceive the
interest on arrears referred to under paragraph 3.4 herein, as per
the terms and conditions specified herein.
EIGHT: STATEMENTS AND OTHER OBLIGATIONS OF SELLERS
Sellers hereby make the following representations and undertake obligations as
follows:
8.1 That there are no other contracts, agreements, options, rights or
any other titles of any nature whatsoever aimed at acquiring the
shares subject matter of this contract and that there is no
agreement pending to be executed regarding the issuance of pay-free
shares or effective options aimed at underwriting any cash shares.
8.2 That this Purchase contract does not violate any particular or
public agreements or contracts among the current shareholders of the
companies issuing the Shares.
8.3 Grupo Larrain shall be subject to a prohibition to acquire shares
accounting for over 0.6% of the shares issued by Sociedad Matriz
Banco de Chile and/or 0.6% of the political or voting rights of
Banco de Chile for a period of two years as of subscription of this
contract. Likewise, the aforesaid group shall be subject to a
prohibition to acquire shares accounting for over 0.5% of the shares
issued by Banco de X. Xxxxxxx for a period of two years as of
subscription of this contract.
NINE: STATEMENT OF BUYER
Buyer hereby places on record that it has subscribed this contract by taking
into consideration, among other background, the financial statements of Sociedad
Matriz Banco de Chile S.A. and Banco de Chile, prepared as of September 30,
2000.
16
TEN: AUTHORIZATION FROM THE SUPERINTENDENCE OF BANKS AND FINANCIAL INSTITUTIONS
10.1 It is hereby placed on record that by means of letter No. 09-1592
dated December 14, 2000, the Superintendence of Banks and Financial
Institutions authorized Quinenco S.A. and its affiliate, LQ
Inversiones Financieras S.A. to acquire as much as 51% of the stocks
of Banco de Chile by acquiring the shares of Sociedad Matriz Banco
de Chile S.A. and Banco de Chile, as per what provided under article
thirty-six of the General Bank Law.
10.2 It is hereby placed on record that by means of letter No. 00-240
dated January 11, 2001, the Superintendence of Banks and Financial
Institutions authorized LQ Inversiones Financieras S.A. to acquire
as much as 55% of the stocks of Banco de Chile, as per what provided
under article thirty-six of the General Bank Law.
10.3 It is hereby placed on record that by means of letter No. 00-241
dated January 11, 2001, December 14, 2000, the Superintendence of
Banks and Financial Institutions authorized LQ Inversiones
Financieras S.A. to keep a simultaneous majority stake in Banco de
Chile and Banco de X. Xxxxxxx, as per what provided under article
thirty-five bis of the General Bank Law.
ELEVEN: COMMITMENT OF THE PARTIES
The parties hereto hereby undertake to perform the necessary steps and to
subscribe the private and public deeds required after the subscription of this
Purchase contract, aimed at complying with the provisions therein, that is to
say, transferring the shares subject matter of this contract and Buyer acquiring
a majority stake in Banco de Chile.
TWELVE: FULFILLMENT OF PROMISE TO SELL
12.1 The parties hereby place on record fulfillment, within the term
falling due on April 20, 2001 according to the promise to Sell, of
the condition the execution of this Purchase contract was subject
to, consisting in the adoption of an agreement reached by the
absolute majority of shareholders on occasion of a special
shareholders meeting of SM Chile and Banco de Chile, by virtue of
which the current major stockholders shall be subject to the special
situation established under transitory
17
article ten in Law 19.705 allowing them to freely transfer their
shares rather than being restricted by provisions under article 199
in Law 18.045. These two agreements were adopted on occasion of
special meeting of shareholders held on March 20, 2001, the minutes
of which were duly abridged to public deeds dated March 22 and 23,
2001 at the Notary Public's office of Xx. Xxxx Xxxxxxxxx Xxxx.
12.2 Likewise, the parties hereto hereby warrant and represent that all
and every suspensive condition in the purchase contract as provided
under the Promise to Sell have been duly complied with. Moreover,
the parties hereby represent that the Promise to Sell has been
entirely fulfilled through subscription of this Purchase contract;
the parties also declare the widest reciprocal termination to the
negotiations between the parties, the closing and Promise to Sell,
both contractually and extra-contractually.
THIRTEEN: JOINT AND SEVERAL LIABILITY
For the purposes of ensuring and securing the obligations arising out of this
contract, the parties specified hereinbelow undertake a joint and several
liability regarding the fulfillment of such obligations: Xxxxxx Xxxxxxx Xxxxxx
hereby undertakes the capacity of joint and several debtor of: Xxxxx Xxxxxxx
Xxxxxxxxxx Xxxxxxx; Xxxxxx Xxxxxxx Amunategui and Inversiones Las Arenas
Sociedad Anonima. In turn, Xx. Xxxxxx Xxxxxxxx Xxxxxxxxxx hereby undertakes the
capacity of joint and several debtor of: Xxxxx Xxxxxxxxx Xxxxxxxx Santa Xxxxx;
Xxxxx Xxxxxxxx Urrejola Santa Xxxxx; Xxxxxx Xxxxxxxx Santa Xxxxx; Xxxxxxx
Xxxxxxxx Xxxxxxxxxx; Xxxxxx Xxxxxxxx Xxxxxxxxxx and Xxxxxxxxx Santa Xxxxx
Xxxxxxx. This act has been attended by Xx. XXXXXX XXXXXXXX XXXXXXXXXX, a Chilean
citizen, married, lawyer, National Id. Card No. 5.077.041-9, herein appearing in
order to grant the aforementioned joint and several guarantee
FOURTEEN: SEVERABILITY
The nullity, ineffectiveness or unenforceability of any of the clauses or
provisions herein or portion thereof shall not affect this contract or further
clauses or provisions, all of which shall remain in full force and being
enforced as provided, unless dealing with one of the critical elements of this
contract, in which case what provided by the law shall become applicable.
18
FIFTEEN: EXPENSES
All and every notarial expenses required for the purposes of the execution of
this document and registrations, records and notifications thereof shall be born
by the parties on identical proportions.
SIXTEEN: NOTIFICATIONS
16.1 Every notification or communication that should take place between
the parties as a result of this Purchase contract shall be construed
as completed once representatives receive a written communication,
either personally or through registered mail, in both cases,
regardless of a further fax communication, at their domicile and fax
number:
Selling party: Xx. Xxxxxx Xxxxxxx Xxxxxx, domiciled at # 000
Xxxxxxxxx Xxxxxx, xxxxxx 000, Xxx Xxxxxx xxxxxxxx, Fax No. 000-0000;
cc to Alcaino, Xxxxxxxxx & Xxxxx Limitada, a legal firm, Attn.: Xx.
Xxxxxxx Xxxxxxx xx Xxxxxx and Xx. Xxxxxxx Xxxxxxxxx xxx Xxx,
domiciled at # 000 Xxxxxxx Xxxxxx, xxxxx 0, Xxxxxxxx, fax No.
699-0217.
Buying party: Xx. Xxxxxxxxx Xxxxx Xxxxxxxx and/or Xx. Xxxx Xxxxxxxx
Xxxxxxx Xxxxxx, both of them domiciled at # 00 Xxxxxxx Xxxxxx Xxx,
xxxxx 00, Xxx Xxxxxx xxxxxxxx, Fax No. 000-0000; cc to Xxxxxxx
Xxxxxxxx y Compania, a legal firm, Attn.: Xx. Xxxxxxx Xxxxxxxx and
Xx. Xxxxxx Xxxxxx, domiciled at # 000 Xxxxxxxxxx Xxxxxx, xxxxx 00,
Xxxxxxxx, fax No. 000-0000; and Quinenco S.A.'s counsel, Xx. Xxxxxx
Xxxx Xxxxxxx, domiciled at # 00 Xxxxxxx Xxxxxx Xxx, xxxxx 00, Xxx
Xxxxxx district, fax No. 000-0000.
16.2 Any change respect of the representative authorized to reception
communications with hereinto requested data shall be communicated as
prescribed in this clause.
16.3 Notifications shall be deemed as completed, if delivered personally,
on the day of actual delivery and, in case of registered mail, five
days as of actual dispatch.
SEVENTEEN: ARBITRATION
17.1 Any doubt or disagreement arising between the parties as a result of
this contract, regarding construction, fulfillment, effectiveness,
termination thereof or any other
19
cause related thereto shall be settled by means of an arbitration,
as provided under the Arbitration Center Regulation of the Xxxxxxxx
Chamber of Commerce, the provisions of which are evidenced in a
public deed dated December 10, 1992, granted at the Santiago Notary
Public's office of Mr. Xxxxxx Xxxxxxxxx Xxxxxx, modified by means of
a public deed published on August 18, 1995, granted at the Notary
Public's office of Xx. Xxxx Xxxxxxxxx Xxxx and modifications
thereto, which are an integral part of this clause, and which the
parties hereby declare to know and accept.
17.2 The parties hereby appoint Xx. Xxxxxxxx Xxxxxxxx Xxxxxxx as the
relevant arbitrator, in absence of which shall act Xx. Xxxxxxx
Xxxxxxx Xxxx.
17.3 In the event neither of the aforementioned arbiters is willing or
shall undertake such responsibility, the parties hereby grant a
special and irrevocable power of attorney to the Xxxxxxxx Chamber of
Commerce to appoint the relevant arbiter. In this case, either party
shall be entitled to challenge, with no justification whatsoever, up
to three (3) persons who are eligible as arbiters according to the
Xxxxxxxx Chamber of Commerce.
17.4 No recourse shall be applicable against the resolutions issued by
the arbitrator, as a result of which both parties hereby expressly
waive such actions, except for the motions for clarification,
modification or amendment and appeal (xxxxx). The arbitrator shall
be specially entitled to settle any matters related to its
jurisdiction and/or competence.
17.5 At all events, Sellers shall have the right to opt, at their own
discretion, for undertake the actions for collecting the price
balance and executing the collateral and personal securities
securing it before the arbitration court or the ordinary courts of
law and Buyer hereby expressly waives any proceeding or action or
judicial motion aimed at restricting or acting as a deterrent for
the exercise of this right from Sellers.
EIGHTEEN: APPLICABLE LAW AND DOMICILE
This contract shall be ruled and construed as per the laws of the Republic of
Chile. For all the purposes related thereto, the parties hereby establish their
special domicile in the city
20
and district of Santiago and, except for what provided under paragraph 17.5,
they shall be subject to the arbitration jurisdiction agreed herein.
NINETEEN: STATEMENT OF ABILITY AND REPRESENTATIONS
All and every appearing party hereby warrant and represent to count on the
necessary powers to subscribe this Purchase contract, agree upon the several
provisions and clauses thereof and to undertake the rights and obligations
arising hereof for the parties they act on behalf of. Furthermore, they
represent that this contract counts on the necessary corporate authorizations,
if required.
TWENTY: SPECIAL POWER OF ATTORNEY
The bearer of an authenticated duplicate of this deed shall be entitled to
request the relevant inscriptions, annotations, registrations and
subregistrations that may be required.
TWENTY-ONE: REPRESENTATIONS
It is hereby placed on record that: a) The power of Xx. Xxxxxx Xxxxxxx Xxxxxx to
act on behalf of Inversiones Las Arenas Sociedad Anonima; Xxxxxx Xxxxxxxx
Xxxxxxxxxx; Xxxxx Xxxxxxx Xxxxxxxxxx Xxxxxxx; Xxxxxx Xxxxxxx Xxxxxxxxxx; Xxxxx
Xxxxxxxxx Xxxxxxxx Santa Xxxxx; Xxxxxx Xxxxxxxx Santa Xxxxx; Xxxxxx Xxxxxxxx
Santa Xxxxx; Xxxxxxx Xxxxxxxx Xxxxxxxxxx; Xxxxxx Xxxxxxxx Xxxxxxxxxx and
Xxxxxxxxx Santa Xxxxx Xxxxxxx is evidenced in public deeds granted on January
24, 2001 granted at the Santiago Notary Public's Office of Mrs. Xxxxx de la
Fuente Xxxxxxxxx and November 29, 1988, granted at the Santiago Notary Public's
Office of Mrs. Xxx Xxxxx Xxxxxxxxx Xxxxxxx; b) The power of Xx. Xxxxxxxxx Xxxxxx
Xxxxx to act on behalf of LQ Inversiones Financieras S.A., Quinenco S.A. and
Inversiones Hidrosur Limitada is evidenced in public deeds granted on January
26, 2001 and January 31, 2001 respectively, at the Santiago Notary Public's
Office of Xx. Xxxx Xxxxxxxxx Xxxx. The aforementioned powers of attorney are not
attached hereto for the parties and the authenticating Notary Public are well
acquainted therewith and at the express request thereof.
In witness whereof, the parties read and the authenticating Notary Public sign
this instrument with one single effect on the date of the preamble hereof.
Counterparts are made
21
available.
In witness whereof I have hereunto affixed my hand and seal.
Xxxxxx Xxxxxxx Xxxxxx - Xxxxxxxxx Xxxxxx Xxxxx - Xxxxxx Xxxxxxxx Xxxxxxxxxx -
Xxxxxx Xxxxx Xxxxxx - Notary Public.
(Signature Illegible)
---------------------
This counterpart is a faithful copy of the original document
Santiago, March 27, 2001
22
EXHIBIT A
BANCO DE CHILE STOCK PURCHASE CONTRACT - LQ TO GRUPO PENTA
--------------------------------------------------------------------------------------------------------------
TAX SHAREHOLDER SERIE TITLE SERIES TITLE SERIES D TITLE SERIES E TITLE BANCO TITLE
ID No. S A B DE CHILE
---------------------------------------------------------------------------------------------------------------
Xxxxxx Xxxxxxxx
Xxxxxxxxxx
---------------------------------------------------------------------------------------------------------------
Inversiones Las
Xxxxxx X.X.
---------------------------------------------------------------------------------------------------------------
Xxxxxx Xxxxxxx Xxxxxx
---------------------------------------------------------------------------------------------------------------
Xxxxx Xxxxxxx
Xxxxxxxxxx Xxxxxxx
---------------------------------------------------------------------------------------------------------------
Xxxxxx Xxxxxxx
Amunategui
---------------------------------------------------------------------------------------------------------------
Xxxxxx Xxxxxxxx
Xxxxxxxxxx
---------------------------------------------------------------------------------------------------------------
Xxxxxxxxx Xxxxxxxx
Santa Xxxxx
---------------------------------------------------------------------------------------------------------------
Xxxxxx Xxxxxxxx
Santa Xxxxx
---------------------------------------------------------------------------------------------------------------
Xxxxxx Xxxxxxxx
Santa Xxxxx
---------------------------------------------------------------------------------------------------------------
Xxxxxxx Xxxxxxxx
Xxxxxxxxxx
---------------------------------------------------------------------------------------------------------------
Xxxxxxxxx Xxxxx
Xxxxx Xxxxxxx
---------------------------------------------------------------------------------------------------------------
Total shares
---------------------------------------------------------------------------------------------------------------
Total to be acquired
---------------------------------------------------------------------------------------------------------------
23
EXHIBIT B
Definitions
P = principal owed in UF as of advance payment date
i = price balance interest (8.5 per year, based on a 360-day year)
ip = advance payment interest (7.4 per year, based on a 360-day year)
q = P portion paid on an advanced basis
z = number of days elapsed as of last payment of interests
ID = accrued and unpaid interests until advance payment date corresponding to
the principal portion paid on an advanced basis
y = number of days elapsed from advance payment date until day 720
CP = advance payment penalty
CT = total amount paid expressed in UF
P' = new principal owed in UF
Formulas
ID = P x q [(1 + i)(z/360) - 1]
CP = P x q (1 + i)(y/360) - (P x q)
-----------------------------
(1 + ip)(y/360)
CT = P x q + ID + CP (should advance payment occurs 18 months prior to Promise
to sell)
CT = P x q + ID (should advance payment occurs 18 months after Promise to sell)
P' = P x (1 - q)
[Signatures illegible]
24
EXAMPLE:
Should UF 100,000 be paid in advance on day 60 of the contract and P = UF
250,000
Then q = 100,000 0.4
-------
250,000
ID = 250,000 x 0.4 x (1.085)(60/360) - 100,000
ID = UF 1,369
CP = 100,000 x (1.085)(660/360) - 100,000
--------------------------
(1.074)(660/36)
CP = UF 1.886
CT = 100,000 + 1,369 + 1,886
CT = UF 103,255
P' = 250,000 x (1 - 0.4)
P' = 150,000
[Signatures illegible]
25
CERTIFICATE
I hereby certify that the document hereinabove contains 4 pages only written on
the front and is a faithful duplicate of the document attached to the end of the
records kept by this Notary's Office under No. 113, corresponding to March 2001
and that is formalized by virtue of what provided under the public deed
accounting to the Stock Purchase contract of Sociedad Matriz Banco de Chile S.A.
and Banco de Chile, Joint and several guarantee and Stock Pledge, LQ Inversiones
Financieras S.A. et al and Empresas Penta S.A. et al, granted on March 27, 2001,
Record No. 1085 / 2001.
Xxxxxxxx de Chile, March 27, 2001.
[Stamp: XXXXXX XXXXX XXXXXX
NOTARY PUBLIC
8(0)NOTARY PUBLIC'S OFFICE OF
SANTIAGO - Signature Illegible].
26
PLEDGE AND PROHIBITION NOTICE AND REGISTRATION
The authenticating Notary Public hereby notifies and registers the pledge and
prohibition provided by means of a public deed granted in his presence on March
27, 2001, Record No. 1085 / 2001, whereby it is certified that LQ INVERSIONES
FINANCIERAS S.A. bought the shares specified hereinbelow from the convetionnally
denominated Grupo Larrain detailed hereinafter: Inversiones Las Arenas Sociedad
Anonima; Xxxxxx Xxxxxxx Xxxxxx; Xxxxx Xxxxxxx Xxxxxxxxxx Xxxxxxx; Xxxxxx Xxxxxxx
Xxxxxxxxxx; Xxxxxx Xxxxxxxx Xxxxxxxxxx; Xxxxx Xxxxxxxxx Xxxxxxxx Santa Xxxxx;
Xxxxxx Xxxxxxxx Santa Xxxxx; Xxxxxx Xxxxxxxx Santa Xxxxx; Xxxxxxx Xxxxxxxx
Xxxxxxxxxx; Xxxxxx Xxxxxxxx Xxxxxxxxxx and Xxxxxxxxx Santa Xxxxx Xxxxxxx.
Shares: 49,940,189 shares of Banco de Chile which are evidenced under title No.:
16321-10. Likewise, Buyer hereby grants a commercial pledge on the
aforementioned shares and a prohibition to encumber and transfer them without
the prior authorization in writing from Sellers for the purposes of securing all
and every principal and accessory obligations undertaken by Buyer by virtue of
the aforementioned contract, particularly, payment of the price balance, the
adjustments, regular interests, interests on arrears and costs, as per the terms
and conditions and modalities specified under such deed.
Notary Public hereby places on record that he hereby makes available an
authenticated counterpart of the deed specified hereinabove
This act has been carried out at the request of pledgee.
Xxxxxxxx de Chile, March 27, 2001
[Stamp and Signature]
Notary Public's Office of Xxxxxx Xxxxx Xxxxxx
27
CERTIFICATE
I hereby certify that on today's date, March 27, 2001, I made available at the
premises of Banco de Chile, located at # 000 Xxxxxxx Xxxxxx, Xxxxxxxx, at the
Shares Department, an authenticated photocopy of the document called Termination
and Liquidation of SM Chile Shareholders Agreement, dated Xxxxxxxx de Chile,
March 27, 2001, which was attached to Book 1, Sheet 20, with my notarial stamp.
Following, I provided the Head of the Shares Department, Mr. Xxxxxx Xxxxxxxx
Xxxxxx with an authenticated counterpart of the Public Deed hereinabove, dated
March 27, 2001, record No. 1085, certifying the stock sale carried out by the
group referred to as Grupo Larrain to LQ Inversiones Financieras S.A., for the
purposes of undertaking the corresponding transfer and issue of the new titles
to the name of Buyers.
Following, I notified and registered the Pledge and Prohibition evidenced in the
aforesaid Public Deed, as per the terms specified at the back of such document,
Pledge and Prohibition, the inscription of which was performed on Book 1, sheet
45 of the Attached book where record is placed on this type of encumbrances.
I hereby place on record that the aforementioned actions were carried out at the
request of attorneys Messrs. Xxxxxxx Xxxxxxxx Xxxxxx and Xxxxxxx Xxxxxxx Xx
Xxxxxx.
Xxxxxxxx de Chile, March 27, 2001.
[Stamp: XXXXXX XXXXX XXXXXX
NOTARY PUBLIC
8(0)NOTARY PUBLIC'S OFFICE OF
SANTIAGO - Signature Illegible].
[Stamp: BANCO DE Chile
MARCH 27, 2001
Signature Illegible].
28
