Exhibit 13(b)
XXXXXX XXXXX XXXXXX
Notary Public
8th Notary Public's Office
Xxxxxxxx de Chile
March 27, 2001 Record No. 1084/2001
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
CONSORCIO FINANCIERO S.A. 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. XXXX XXXXXX XXXXXXXXX,
a Chilean citizen, married, commercial engineer, National Id. Card No.
6.348.511-K; and Xx. XXXXXXXX XXXXXX XXX, a Chilean citizen, married, commercial
engineer, National Id. Card No. 6.661.203-8, both hereby acting on behalf of, as
it shall be evidenced of: CONSORCIO FINANCIERO S.A. Tax Id. No. 79.619.200-3;
COMPANIA DE SEGUROS DE VIDA CONSORCIO NACIONAL DE SEGUROS S.A., Tax Id. No.
99.012.000-5; COMPANIA DE SEGUROS DE XXXX XXXXXXX S.A., Tax Id. No.
96.848.220-3; COMPANIA DE SEGUROS GENERALES CONSORCIO NACIONAL DE SEGUROS S.A.,
Tax Id. No. 96.654.180-6; Xx. XXXXXX XXXXXXX XXXX National Id. Card No.
4.666.606-2; Xx. XXXX XXXXXXX XXXXXXXXX XXXX, National Id. Card No. 3.190.818-3;
Xxx. XXXXX XXXXX XXXXXX XXXXXXX, National Id. Card No. 3.720.768-3; Xx. XXXXXX
XXXXXXX XXXXXX XXXXXXXXXXX, National Id. Card No.
6.284.814-6; Mrs. XXXXX XXXXXX XXXX XXXXXXXXXXX XXXXXXX, National Id. Card No.
2.441.187-7; INVERSIONES Y XXXXXX SANTA IRIS LIMITADA, Tax Id. No. 86.994.900-0;
la SUCESION DE DON XXXXXX XXXXXX XXXX, Tax Id. No. 1.884.439-7 and INVERSIONES
SAN XXXXXX LIMITADA, Tax Id. No. 78.322.750-9; for these purposes, all the
aforementioned parties domiciled at # 000 Xx Xxxxxx Xxx Xxxxxx, xxxxx 0, Xxx
Xxxxxx district, 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 Consorcio: Consorcio Financiero
S.A.; Compania de Seguros de Vida Consorcio Nacional de Seguros S.A.;
Compania de Seguros de Xxxx Xxxxxxx S.A.; Compania de Seguros Generales
Consorcio Nacional de Seguros S.A.; Xxxxxx Xxxxxxx Xxxx; Xxxx Xxxxxxx
Xxxxxxxxx Xxxx; Xxxxx Xxxxxx Xxxxxx Xxxxxxx; Xxxxxx
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Xxxxxxx Xxxxxx Xxxxxxxxxxx; Xxxxx Xxxxxx Xxxx Xxxxxxxxxxx Xxxxxxx;
Inversiones y Xxxxxx Santa Iris Limitada; la Sucesion de Xxx Xxxxxx Xxxxxx
Xxxx and Inversiones San Xxxxxx Limitada. 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 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 Consorcio: 61,056 shares of SM Chile - Series A; 560,889,435 shares
of SM Chile - Series B; 8,867,490 shares of SM Chile - Series D; 2,257,128
shares of SM Chile - Series E; and 63,298,037 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 112.
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
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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 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
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Xxxxx/Xxxxxx; Grupo Xxxxxx and Grupo Larrain, 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 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 A: CLP
19.242316; SM Chile - Series B: CLP 58.940225; SM Chile - Series D: CLP
56.670464; SM Chile - Series E: CLP 35.786619; and Banco de Chile:
35.819619.
3.2 Consequently, the total price of the shares subject matter of this
Purchase contract amounts to CLP 35,910,735,876 equivalent - to the
subscription date of this document - to UF(1) 2,270,072.81, a sum that
Buyer hereby pays and shall pay as follows:
3.2.1. By means of CLP 12,704352,271, equivalent to date to UF 803,097.01, 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 1,466,975.80, 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
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(1) Translator's note: UF - Unidad de Fomento, a Chilean, non-physical indexed
monetary unit.
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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
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 112. Any voluntary
advance
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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 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
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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".
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.
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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 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. 16318-10
accounting for 63,298,037 shares of Banco de Chile; and titles No.
1009497-06 accounting for 61,056 shares of SM Chile - Series A; No.
1056010-01 accounting for 560,889,435 shares of SM
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Chile - Series B; No. 38975-07 accounting for 8,867,490 shares of SM Chile
- Series D; and No. 30043-08 accounting for 2,257,128 shares of SM Chile -
Series E of SM Chile, 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 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
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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 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.
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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 Empresas Penta S.A., 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 Xxxxx, 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 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
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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 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
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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; 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
14
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.
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
15
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 Santiago Notary Public
Xx. Xxxxx 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 Consorcio shall be subject to a prohibition to acquire shares
accounting for
16
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.
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
17
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 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: Consorcio Financiero
S.A. hereby undertakes the capacity of joint and several debtors of the
following parties being members of the so-called Grupo Consorcio: Consorcio
Financiero S.A.; Compania de Seguros de Vida Consorcio Nacional de Seguros S.A.;
Compania de Seguros de Xxxx Xxxxxxx S.A.; Compania de Seguros Generales
Consorcio Nacional de Seguros S.A.; Xxxxxx Xxxxxxx Xxxx; Xxxx Xxxxxxx Xxxxxxxxx
Xxxx; Xxxxx Xxxxxx Xxxxxx Xxxxxxx; Xxxxxx Xxxxxxx Xxxxxx Xxxxxxxxxxx; Xxxxx
Xxxxxx Xxxx
18
Irarrazabal Larrain; Inversiones y Xxxxxx Santa Iris Limitada; la Sucesion de
Xxx Xxxxxx Xxxxxx Xxxx and Inversiones San Xxxxxx Limitada.
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.
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. Xxxxxxxx Xxxxxx Xxx, domiciled at # 000 Xx Xxxxxx Xxx
Xxxxxx, xxxxx 0, 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. 000-0000.
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 Condes
19
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 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
20
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 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. Xxxx Xxxxxx Xxxxxxxxx
and Xx. Xxxxxxxx Xxxxxx Xxx to act on behalf of Consorcio Financiero S.A.;
Compania de Seguros de Vida Consorcio Nacional de Seguros S.A.; Compania de
Seguros de Xxxx Xxxxxxx S.A.; Compania de Seguros Generales Consorcio Nacional
de Seguros S.A.; Xxxxxx Xxxxxxx Xxxx; Xxxx Xxxxxxx Xxxxxxxxx Xxxx; Xxxxx Xxxxxx
Xxxxxx Xxxxxxx; Xxxxxx Xxxxxxx Xxxxxx Xxxxxxxxxxx; Xxxxx Xxxxxx Xxxx Xxxxxxxxxxx
Xxxxxxx; Inversiones y Xxxxxx Santa Iris Limitada; la Sucesion de Xxx Xxxxxx
Xxxxxx Xxxx and Inversiones San Xxxxxx Limitada is evidenced in public deeds
granted on January 17, 2001 granted at the Santiago Notary
21
Public's Office of Xx. Xxxxxxxx Xxxx Xxxxxxxxx and March 22, 2001, granted at
the Santiago Notary Public's Office of Xx. Xxxxx Xxxxxx Xxxxx; 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 partSies 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 available.
In witness whereof I have hereunto affixed my hand and seal.
Xxxx Xxxxxx Xxxxxxxxx - Xxxxxxxx Xxxxxx Xxx - Xxxxxxxxx Xxxxxx Xxxxx - 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 ID SERIES SERIES SERIES SERIES BANCO
No. SHAREHOLDER A TITLE B TITLE D TITLE E TITLE DE CHILE TITLE
------------------------------------------------------------------------------------------------------------------------------------
Cia. De Seg. De Vida
Consorcio Nacional de
Seguros S.A.
------------------------------------------------------------------------------------------------------------------------------------
Cia. De Seguros
Generales Consorcio
Nacional de Seguros
------------------------------------------------------------------------------------------------------------------------------------
Cia. De seguros de
Xxxx Xxxxxxx S.A.
------------------------------------------------------------------------------------------------------------------------------------
Consorcio Financiero
S.A.
------------------------------------------------------------------------------------------------------------------------------------
Xxxxxx Xxxxxxx Xxxx
------------------------------------------------------------------------------------------------------------------------------------
Xxxx Xxxxxxx
Xxxxxxxxx Xxxx
------------------------------------------------------------------------------------------------------------------------------------
Xxxxx Xxxxx Xxxxxx
Xxxxxxx
------------------------------------------------------------------------------------------------------------------------------------
Xxxxxx Xxxxxx
Xxxxxxxxxxx
------------------------------------------------------------------------------------------------------------------------------------
Xxxxx X. Xxxx
Xxxxxxxxxxx Xxxxxxx
------------------------------------------------------------------------------------------------------------------------------------
Inversiones y Xxxxxx
santa Iris Ltda.
------------------------------------------------------------------------------------------------------------------------------------
Sucesion Xxxxxx
Xxxxxx Xxxx
------------------------------------------------------------------------------------------------------------------------------------
Inversiones San
Xxxxxx Ltda.
------------------------------------------------------------------------------------------------------------------------------------
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. 112, 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. 1084 / 2001.
Xxxxxxxx de Chile, March 27, 2001.
[Stamp: XXXXXX XXXXX XXXXXX
NOTARY PUBLIC
8th 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. 1084 / 2001, whereby it is certified that LQ INVERSIONES
FINANCIERAS S.A. bought the shares specified hereinbelow from the convetionnally
denominated Grupo Consorcio detailed hereinafter: Consorcio Financiero S.A.;
Compania de Seguros de Vida Consorcio Nacional de Seguros S.A.; Compania de
Seguros de Xxxx Xxxxxxx S.A.; Compania de Seguros Generales Consorcio Nacional
de Seguros S.A.; Xxxxxx Xxxxxxx Xxxx; Xxxx Xxxxxxx Xxxxxxxxx Xxxx; Xxxxx Xxxxxx
Xxxxxx Xxxxxxx; Xxxxxx Xxxxxxx Xxxxxx Xxxxxxxxxxx; Xxxxx Xxxxxx Xxxx Xxxxxxxxxxx
Xxxxxxx; Inversiones y Xxxxxx Santa Iris Limitada; la Sucesion de Don Xxxxxx
Xxxxxx Xxxx and Inversiones San Xxxxxx Limitada. Shares: 61.056 shares of SM
Chile - Series A; 560,889,435 shares of SM Chile - Series B; 8,867,490 shares of
SM Chile - Series D; 2,257,128 shares of SM Chile - Series E; which are
evidenced under titles No.: 1009497-06; 1056010-01; 38975-07; 30043-08.
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 2, Sheet 359, with my notarial stamp.
Following, I provided the Head of the Shares Department, Mr. Xxxxxx Xxxxxxxx
Cabiol with an authenticated counterpart of the Public Deed hereinabove, dated
March 27, 2001, record No. 1084, certifying the stock sale carried out by the
group referred to as Grupo Consorcio 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 2, sheet
425 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
8th NOTARY PUBLIC'S OFFICE OF
SANTIAGO - Signature Illegible].
[Stamp: BANCO DE Chile
MARCH 27, 2001
Signature Illegible].
28
