EXHIBIT 99.2
(English Translation of Original Spanish Document)
AGREEMENT ENTERED INTO BY AND BETWEEN THE COCA-COLA EXPORT CORPORATION, MEXICO
BRANCH, REPRESENTED BY XX. XXXXXXX XXXXXXX GIO, ATTORNEY IN FACT OF SUCH
COMPANY, HEREINAFTER REFERRED TO AS "COEXPORT", AND GRUPO INDUSTRIAL SANTA
ENGRACIA, S.A. DE C.V., REPRESENTED BY MESSRS. XXXXXXXX XXXXXX XXXXXXXXX AND
XXXXX XXXXXXX BOJALIL, ATTORNEYS IN FACT OF SUCH COMPANY, HEREINAFTER REFERRED
TO AS "THE FRUITGROWER", WITH THE PURPOSE OF TERMINATING THE SUPPLY AGREEMENT
AND ITS CORRESPONDING AMENDMENTS, HEREINAFTER REFERRED TO AS "THE AGREEMENTS",
PURSUANT TO THE FOLLOWING STATEMENTS AND CLAUSES.
STATEMENTS
The Parties, through their legal representatives, state that:
I.- On October 7, 1996, they executed a supply agreement, in order to compel the
FRUITGROWER to seed for a period of three years, five thousand hectares of
Italian lemon and to supply the total amount of produced fruit to COEXPORT. On
June 19, 1997, the supply agreement was amended in order to modify its
termination date to twenty years and to determine that the fruit would be
processed in the processing plant designated by COEXPORT. On April 2, 1998, the
parties entered into by and between a new amendment agreement, which terminated
the supply agreement dated October 7, 1996 and its corresponding amendment
agreement, in order to reduce the productive hectares to three thousand five
hundred hectares. On January 15, 2001, the April 2, 1998 agreement was amended,
in order to reduce the productive hectares to three thousand hectares. Finally,
on June 10, 2002 a new amendment agreement was executed in order to reduce the
hectares to two thousand four hundred seventy four hectares.
II.- Under such AGREEMENTS, COEXPORT compelled to buy the totality of Italian
lemon produced by the FRUITGROWER. The terms and conditions of delivery and
considerations were stipulated therein.
III.- They agree to execute this agreement in order to terminate THE AGREEMENTS
in advance, pursuant to the following:
CLAUSES
FIRST.- The parties reciprocally acknowledge their capacity in order to bind
themselves to the provisions of this agreement.
SECOND.- As of the date hereof, the parties terminate in whole THE AGREEMENTS
described in Statement One above for all legal purposes that could derive
herein, and they reciprocally grant the broadest release available under law, in
connection with their obligations stated under THE AGREEMENTS, therefore, they
will not have any action or right in relation to such AGREEMENTS, waiving to any
right they might have under the AGREEMENTS.
THIRD.- The FRUITGROWER agrees that, within a period ending on July 30, 2007, it
shall abstain from industrially processing its Italian lemon production,
marketing such production solely as fresh fruit. Once such term ends, the
FRUITGROWER shall be free to industrially process the Italian lemon produced by
the FRUITGROWER. This obligation shall continue even though the FRUITGROWER
sells its property or part of its property before July 30, 2007.
FOURTH.- As indemnification to the advanced termination of the AGREEMENTS,
COEXPORT shall pay to the FRUITGROWER as of the execution date of this
agreement, the amount of U.S.$12,500,000.00 (twelve million five hundred
thousand dollars, currency of the United States of America), plus the
corresponding Added Value Tax.
FIFTH.- The Parties state that they execute this agreement by mutual consent and
that there is no vice of consent that could annul this agreement.
SIXTH.- The Parties agree to submit themselves, for the interpretation and
compliance with the terms of this agreement, to the jurisdiction of the
competent courts of Mexico City, Federal District, waiving to any other
preferential jurisdiction by means of their present or future domiciles or
otherwise.
In witness whereof, the Parties execute this Agreement in two counterparts in
Mexico, Federal District, on April 11, 2003.
BY: COEXPORT BY: THE FRUITGROWER
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By: Xxxxxxx Xxxxxxx Gio Xxxxxxxx Xxxxxx Xxxxxxxxx
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Xxxxx Xxxxxxx Bojalil
WITNESS: WITNESS:
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Xx. Xxxxxxx Xxxx Xx. Xxxxxxx Xxxxx Xxxxxxx
WITNESS: WITNESS:
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Xx. Xxxxxx Kuhliger Xx. Xxxxx Xxxxxxx
