Exhibit 11(b)
XXXXXX XXXXX XXXXXX
Notary Public
8th Notary Public's Office
Xxxxxxxx de Chile
March 27, 2001 Record No. 1082/2001
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
SOCIEDAD DE INVERSIONES Y XXXXXX MEGEVE LIMITADA 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, domiciled at # 000 Xxxxxxx Xxxxxx, xxxxx 0, Xxxxxxxx xx
Xxxxxxxx, on March 27, 2001: 1) Xx. XXXX XXXXXXXX XXXXX XXXXXX, a Chilean
citizen, married, commercial engineer, National Id. Card No. 3.066.418-3, hereby
acting in his name and on behalf of, as it shall be evidenced, INVERSIONES Y
XXXXXX LIGURIA LIMITADA, Tax Id. No. 87.736.700-2; the latter in turn
representing, as it shall be evidenced: SOCIEDAD DE INVERSIONES Y XXXXXX MEGEVE
LIMITADA, Tax Id. No. 87.736.800-9; Xx. XXXXXXXX XXXXXX XXXXXXXX, National Id.
Card No. 1.720.069-0; Xxx. XXXXX XXXXX XXXXXX XXXXXXXXX, National Id. Card No.
4.284.209-5; Mrs. XXXXX XXXXXXX KARLEZI XXXXXX, National Id. Card No.
7.005.097-8; Xxx. XXXXXX XXXXXX XXXXXXXXX, National Id. Card No. 4.671.725-8;
Mr. XXXX XXXXXX XXXXXX XXXXXX, National Id. Card No. 7.017.522-3; Xxx. XXXXX
XXXXXXXXX XXXXXX XXXXXX, National Id. Card No. 7.017.523-1; Xxx. XXXXXXX XXXXXX
XXXXXXXXX, National Id. Card No. 4.284.210-9; Xx. XXXXXXX XXXXXX XXXXXX,
National Id. Card No. 8.717.000-4; Xxx. XXXXXX XXXX XXXXXX XXXXXX, National Id.
Card No. 8.717.078-0; Xxx. XXXXXXX XXXXXXXX XXXXXXXXXXXX, National Id. Card No.
4.989.188-1; Xx. XXXXX XXXXXX XXXXXXXX,
National Id. Card No. 9.585.725-6; Xx. XXXXXX XXXXXX XXXXXXXX, National Id. Card
No. 9.585.729-9; Xx. XXXXX XXXXXX XXXXXXXX, National Id. Card No. 9.585.749-3;
Xx. XXXXXX XXXXXXX XXXXXXXXX, National Id. Card No. 4.484.320-K; INVERSIONES
MONTECATINI LIMITADA, Tax Id. No. 77.072.020-6; Xx. XXXXXX XXXXXX XXXXXXX XXXXX,
National Id. Card No. 8.833.984-3; Xx. XXXXXXX XXXXXXX XXXXX, National Id. Card
No. 12.584.902-4; Xx. XXXXXX XXXXXX XXXXXXX XXXXX, National Id. Card No.
13.234.485-K; Mr. Xxx. XXXXXXXXX XXXXXX XXXXXXX XXXXX, National Id. Card No.
15.642.799-7; INVERSIONES XXXXX XXXXXX Y COMPANIA LIMITADA, Tax Id. No.
78.907.350-3; INVERSIONES XXXXXX XXXXXX Y COMPANIA LIMITADA, Tax Id. No.
78.907.380-5; INVERSIONES XXXXX XXXXXX Y COMPANIA LIMITADA, Tax Id. No.
78.907.390-2; Xx. XXXXX XXXXXXXX XXXXXXXXXXXX, National Id. Card No.
4.535.620-K; Xxx. XXXXX XXXXXX XXXXXXXX XXXXXXXXXXXX, National Id. Card No.
5.034.977-9; Xxx. XXXXX XXXXXX XXXXXXXX XXXXX, National Id. Card No.
3.981.917-1; Mrs. PAOLA ALESSANDRAS XXXXX XXXXXXXX, National Id. Card No.
8.506.878-7; Xxx. XXXXXXXXXX XXXXX XXXXX XXXXXXXX, National Id. Card No.
9.677.948-3; X. XXXXX Y COMPANIA LIMITADA, Tax Id. No. 77.528.090-5; Xxx. XXX
XXXXX XXXXXX, National Id. Card No. 3.871.548-8; INVERSIONES PARAGGI LIMITADA,
Tax Id. No. 85.939.400-0; Xx. XXXXXX XXXX XXXXXX XXXXX, National Id. Card No.
5.525.599-7; Xx. XXXXXXX XXXX XXXXXXXXX, National Id. Card No. 6.220.857-0;
INVERSIONES XXXX LIMITADA, Tax Id. No. 78.218.830-5; and Mr. XXXXXX XXXXX
XXXXXX, National Id. Card No. 5.363.628-4, for these purposes, all the
aforementioned parties domiciled at # 0000 Xxxxxxxxx Xxxxxx, xxxxx 10, 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, as shall be evidenced, on behalf of LQ
INVERSIONES FINANCIERAS S.A., an investment company, Tax Id. No. 96.929.880-5,
hereinafter also and 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 persons are of legal age and domiciled for all legal purposes
in this city at # 00 Xxxxxxx Xxxxxx Xxx Xxxxxx, Xxxxx 00, Xxx Xxxxxx xxxxxxxx,
have evidenced their relevant identities by means of the identity cards already
specified hereinabove and represent as follows:
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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 Purchasing Contract, Sellers are members of a
group of shareholders of SM-Chile and Banco de Chile, the name and
composition of which is the following: Grupo Familias Xxxxx/Xxxxxx: Xxxx
Xxxxxxxx Xxxxx Xxxxxx; Sociedad de Inversiones y Xxxxxx Xxxxxx Limitada;
Xxxxxxxx Xxxxxx Xxxxxxxx; Xxxxx Xxxxx Xxxxxx Xxxxxxxxx; Xxxxx Xxxxxxx
Karlezi Xxxxxx; Xxxxxx Xxxxxx Xxxxxxxxx; Xxxx Xxxxxx Xxxxxx Xxxxxx; Xxxxx
Xxxxxxxxx Xxxxxx Xxxxxx; Xxxxxxx Xxxxxx Xxxxxxxxx; Xxxxxx Xxxxxxx Xxxxxx
Xxxxxx; Xxxxxx Xxxx Xxxxxx Xxxxxx; Xxxxxxx Xxxxxxxx Xxxxxxxxxxxx; Xxxxx
Xxxxxx Xxxxxxxx; Xxxxxx Xxxxxx Donaggio; Xxxxx Xxxxxx Donaggio; Xxxxxx
Xxxxxxx Xxxxxxxxx; Inversiones Montecatini Limitada; Xxxxxx Xxxxxx Xxxxxxx
Xxxxx; Xxxxxxx Xxxxxxx Xxxxx; Xxxxxx Xxxxxx Xxxxxxx Xxxxx; Xxxxxxxxx
Xxxxxx Xxxxxxx Xxxxx; Inversiones Xxxxx Xxxxxx y Compania Limitada;
Inversiones Xxxxxx Xxxxxx y Compania Limitada; Inversiones Xxxxx Xxxxxx y
Compania Limitada; Xxxxx Xxxxxxxx Xxxxxxxxxxxx; Xxxxx Xxxxxx Xxxxxxxx
Xxxxxxxxxxxx; Xxxxx Xxxxxx Xxxxxxxx Xxxxx; Xxxxx Xxxxxxxxxx Xxxxx
Xxxxxxxx; Xxxxxxxxxx Xxxxx Xxxxx Xxxxxxxx; X. Xxxxx y Compania Limitada;
Xxx Xxxxx Xxxxxx; Inversiones Paraggi Limitada; Xxxxxx Xxxx Xxxxxx Xxxxx;
Xxxxxxx Xxxx Xxxxxxxxx; Inversiones Xxxx Limitada; and Xxxxxx Xxxxx
Xxxxxx. 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 Familia Xxxxx/Xxxxxx: 3,802,162 shares of SM Chile - Series A;
1,422,465,232 shares of SM Chile - Series B; 21,159,586 shares of SM Chile
- Series D; 751,554 shares of SM Chile - Series E; and 496,671,907 shares
of Banco de Chile, as evidenced in the titles specified under Exhibit A
herein. Exhibit
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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 110.
1.3) Sellers hereby represent that Shares are free from all encumbrances,
pledges, usufruct, charges, restrictions, attachments, legal actions,
resolutory actions, 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 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
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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 Consorcio; 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: CLP58.940225; SM Chile - Series D: CLP
56.670464; SM Chile - Series E: CLP35.786619; and Banco de Chile:
35.819619.
3.2 Consequently, the total price of the shares subject matter of this
Purchase Contract amounts to CLP 102,930,201,490, equivalent - to the
subscription date of this document - to UF(1) 6,506,662.88, a sum that
Buyer hereby pays and shall pay as follows:
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(1) Translator's note: UF - Unidad de Fomento, a Chilean, non-physical indexed
monetary unit.
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3.2.1. By means of CLP 36,414,222,854, equivalent to date to UF 2,301,900.40,
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 4,204,762.48, 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 of 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
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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 110. 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 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
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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".
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 bank 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 bank
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 advanced 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.
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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 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 pledge actions 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. 16319-08
accounting for 496,671,907 shares of Banco de Chile; and titles No.
1009498-04 accounting for 3,802,172 shares of SM Chile - Series A; No.
1056011-10 accounting for
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1,422,465,232 shares of SM Chile - Series B; No. 38976-05 accounting for
21,159,587 shares of SM Chile - Series D; and No. 30044-06 accounting for
751,554 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 on arrears interests,
including judicial 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 stockholders 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, 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 each 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
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is not lower than the total outstanding price balance. Pledged shares
"Market value" 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. 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
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hereinabove, Buyer hereby grants a special and irrevocable power of
attorney to Sociedad de Inversiones y Xxxxxx MegeveLimitada and Sociedad
de Inversiones y Xxxxxx Liguria Limitada, which shall be entitled to
proceed by means of any of their representatives thereof, entitling them
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 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.
12
Accordingly, Seller shall be entitled to request payment of the price
balance on an equally advance 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 ("Ficha Estadistica
Consolidada Uniforme") format, within a 30-consecutive days 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
13
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 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, advanced 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 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
15
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 Familia Xxxxx/Xxxxxx 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.
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
16
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
Purchasing 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 Purchasing 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.
17
12.2 Likewise, the parties hereto hereby warrant and represent that all and
every suspensive condition in the purchasing 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 Purchasing 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: X. Xxxxx y Compania
Limitada; Sociedad de Inversiones y Xxxxxx Megeve Limitada; Inversiones Paraggi
Limitada; Xxxx Xxxxxxxx Xxxxx Xxxxxx and Xxxxxxxx Xxxxxxxx hereby undertake the
capacity of joint and several debtors among themselves of their respective
obligations pursuant to this contract. This act has been attended by Xx.
XXXXXXXX XXXXXX XXXXXXXX, a Chilean citizen, married, civil engineer, National
Id. Card No. 1.720.069-0, hereby acting on behalf of SOCIEDAD DE INVERSIONES Y
XXXXXX MEGEVE LIMITADA, who appeared herein 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.
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
18
result of this Purchasing 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. Xxxx Xxxxx Xxxxxx and /or Xx. Xxxxxxxx Xxxxxx Xxxxxxxx,
both domiciled at # 0.000 Xxxxxxxxx Xxxxxx, xxxxx 00, Xxxxxxxx xxxxxxxx,
Fax No. 000-0000; cc to Xxxxx & Compania, a legal firm, Attn.: Xx.
Xxxxxxxx Xxxxx Xxxxx, of same domicile and fax number.
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 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
19
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 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 Purchasing 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.
20
TWENTY-ONE: REPRESENTATIONS
It is hereby placed on record that: a) The power of Xx. Xxxx Xxxxxxxx Xxxxx
Xxxxxx to act on behalf of SOCIEDAD DE INVERSIONES Y XXXXXX LIGURIA LIMITADA,
INVERSIONES PARAGGI LIMITADA and X. XXXXX Y COMPANIA LIMITADA is evidenced in
public deeds granted on June 28, 1996, March 3, 1998, June 3, 1998 and December
12, 2000, all granted at the Santiago Notary Public's Office of Xx. Xxxxxxx
Xxxxxx Xxxxxx; b) The power of Sociedad de Inversiones y Xxxxxx Liguria Limitada
to act on behalf of Xx. XXXXXXXX XXXXXX XXXXXXXX; SOCIEDAD DE INVERSIONES Y
XXXXXX MEGEVE LIMITADA; XXXXX XXXXX XXXXXX XXXXXXXXX; XXXXX XXXXXXX KARLEZI
XXXXXX; XXXXXX XXXXXX XXXXXXXXX; XXXX XXXXXX XXXXXX XXXXXX; XXXXX XXXXXXXXX
XXXXXX XXXXXX; XXXXXXX XXXXXX XXXXXXXXX; XXXXXX XXXXXXX XXXXXX XXXXXX; XXXXXX
XXXX XXXXXX XXXXXX; XXXXXXX XXXXXXXX XXXXXXXXXXXX; XXXXX XXXXXX XXXXXXXX; XXXXXX
XXXXXX XXXXXXXX; XXXXX XXXXXX XXXXXXXX; XXXXXX XXXXXXX XXXXXXXXX; INVERSIONES
MONTECATINI LIMITADA; XXXXXX XXXXXX XXXXXXX XXXXX; XXXXXXX XXXXXXX XXXXX; XXXXXX
XXXXXX XXXXXXX XXXXX; XXXXXXXXX XXXXXX XXXXXXX XXXXX; INVERSIONES XXXXX XXXXXX Y
COMPANIA LIMITADA; INVERSIONES XXXXXX XXXXXX Y COMPANIA LIMITADA; INVERSIONES
XXXXX XXXXXX Y COMPANIA LIMITADA; XXXXX XXXXXXXX XXXXXXXXXXXX; XXXXX XXXXXX
XXXXXXXX XXXXXXXXXXXX; XXXXX XXXXXX XXXXXXXX XXXXX; XXXXX XXXXXXXXXX XXXXX
XXXXXXXX; XXXXXXXXXX XXXXX XXXXX XXXXXXXX; X. XXXXX Y COMPANIA LIMITADA; XXX
XXXXX XXXXXX; INVERSIONES PARAGGI LIMITADA; XXXXXX XXXX XXXXXX XXXXX; XXXXXXX
XXXX XXXXXXXXX; INVERSIONES XXXX XXXXXXXX and XXXXXX XXXXX XXXXXX is evidenced
in special power of attorney public deed granted on December 21, 2001 at the
Santiago Notary Public's Office of Xx. Xxxxxxx xxxx Xxxxxxx; c) The power of Xx.
Xxxxxxxx Xxxxxx Xxxxxxxx to act on behalf of SOCIEDAD DE INVERSIONES Y XXXXXX
MEGEVE LIMITADA is evidenced in public deeds granted on November 28, 1987 and
June 17, 1999, both granted at the Santiago Notary Public's Office of Xx.
Xxxxxxx Xxxxxx Xxxxxx; and d) The power of Xx. Xxxxxxxxx Xxxxxx Xxxxx to act on
behalf of LQ INVERSIONES FINANCIERAS S.A., XXXXXXXX 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
21
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 Xxxxxxxx Xxxxx Xxxxxx - Xxxxxxxxx Xxxxxx Xxxxx - Xxxxxxxx xxxxxx Magnesco -
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 PURCHASING CONTRACT - LQ TO
GRUPO XXXXX/XXXXXX
----------------------------------------------------------------------------------------------------------------------------------
TAX ID SERIES SERIES SERIES BANCO
No. SHAREHOLDER A TITLE B TITLE SERIES D TITLE E TITLE DE CHILE TITLE
----------------------------------------------------------------------------------------------------------------------------------
Soc. de Inv. y
Xxxxxx Megeve Ltda.
----------------------------------------------------------------------------------------------------------------------------------
Inv. Xxxxx Xxxxxx y
Cia Ltda..
----------------------------------------------------------------------------------------------------------------------------------
Inv. Xxxxxx Xxxxxx y
Cia Ltda.
----------------------------------------------------------------------------------------------------------------------------------
Inv. Xxxxx Xxxxxx y
Cia Ltda.
----------------------------------------------------------------------------------------------------------------------------------
Inversiones
Montecatini Ltda.
----------------------------------------------------------------------------------------------------------------------------------
X. Xxxxx y Cia Ltda.
----------------------------------------------------------------------------------------------------------------------------------
Inversiones Paraggi
Ltda.
----------------------------------------------------------------------------------------------------------------------------------
Inversiones Xxxx
Ltda.
----------------------------------------------------------------------------------------------------------------------------------
Xxxxx Xxxxx Xxxxxx
Falabella
----------------------------------------------------------------------------------------------------------------------------------
Xxxxx Xxxxxxx
Karlezi Xxxxxx
----------------------------------------------------------------------------------------------------------------------------------
Xxxxxx Xxxxxx
Falabella
----------------------------------------------------------------------------------------------------------------------------------
Xxxx Xxxxxx Xxxxxx
Xxxxxx
----------------------------------------------------------------------------------------------------------------------------------
Xxxxx Xxx. Xxxxxx
Xxxxxx
----------------------------------------------------------------------------------------------------------------------------------
Xxxxxxx Xxxxxx
Falabella
----------------------------------------------------------------------------------------------------------------------------------
Xxxxxx Xxxxxxx
Xxxxxx Xxxxxx
----------------------------------------------------------------------------------------------------------------------------------
Xxxxxxxx Xxxxxx
Magnasco
----------------------------------------------------------------------------------------------------------------------------------
Xxxxxxx Xxxxxxxx
Xxxxxxxxxxxx
----------------------------------------------------------------------------------------------------------------------------------
Xxxxx Xxxxxx Donaggio
----------------------------------------------------------------------------------------------------------------------------------
Xxxxxx Xxxxxx
Donaggio
----------------------------------------------------------------------------------------------------------------------------------
Xxxxx Xxxxxx Donaggio
----------------------------------------------------------------------------------------------------------------------------------
Xxxxx Xxxxxxxx
Xxxxxxxxxxxx
----------------------------------------------------------------------------------------------------------------------------------
X. Xxxxxx Donnagio
Xxxxxxxxxxxx
----------------------------------------------------------------------------------------------------------------------------------
Xxxxxx Xxxxxxx
Xxxxxxxxxx
----------------------------------------------------------------------------------------------------------------------------------
Xxxxxx Xxxxxx
Xxxxxxx Xxxxx
----------------------------------------------------------------------------------------------------------------------------------
Xxxxxxx Xxxxxxx Xxxxx
----------------------------------------------------------------------------------------------------------------------------------
Xxxxxx Xxxxxx
Xxxxxxx Xxxxx
----------------------------------------------------------------------------------------------------------------------------------
23
----------------------------------------------------------------------------------------------------------------------------------
Xxxxxxxxx Xxxxxx
Xxxxxxx Xxxxx
----------------------------------------------------------------------------------------------------------------------------------
Xxxx Xxxxxxxx Xxxxx
Xxxxxx
----------------------------------------------------------------------------------------------------------------------------------
Xxxxx Xxxxxx
Xxxxxxxx Xxxxx
----------------------------------------------------------------------------------------------------------------------------------
Xxxxx Xxxxx Xxxxxxxx
----------------------------------------------------------------------------------------------------------------------------------
Jiorgianna Xxxxx
Xxxxxxxx
----------------------------------------------------------------------------------------------------------------------------------
Xxx Xxxxx Xxxxxx
----------------------------------------------------------------------------------------------------------------------------------
Xxxxxx Xxxx Xxxxxx
Xxxxx
----------------------------------------------------------------------------------------------------------------------------------
Xxxxxxx Xxxx
Xxxxxxxxx
----------------------------------------------------------------------------------------------------------------------------------
Xxxxxx Xxxxxxx Xxxxx
Xxxxxx
----------------------------------------------------------------------------------------------------------------------------------
Total shares
----------------------------------------------------------------------------------------------------------------------------------
Total to be acquired
----------------------------------------------------------------------------------------------------------------------------------
24
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]
25
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]
26
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. 110, 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 Sociedad de Inversiones y Xxxxxx Xxxxxx Limitada et
al, granted on March 27, 2001, Record No. 1082 / 2001.
Xxxxxxxx de Chile, March 27, 2001.
[Stamp: XXXXXX XXXXX XXXXXX
NOTARY PUBLIC
8th NOTARY PUBLIC'S OFFICE OF
SANTIAGO - Signature Illegible].
27
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. 1082 / 2001, whereby it is certified that LQ INVERSIONES
FINANCIERAS S.A. bought the shares specified hereinbelow from the convetionnally
denominated Grupo Familias Xxxxx Xxxxxx: Xxxx Xxxxxxxx Xxxxx Xxxxxx; Sociedad de
Inversiones y Xxxxxx Megeve Limitada; Xxxxxxxx Xxxxxx Xxxxxxxx; Xxxxx Xxxxx
Xxxxxx Xxxxxxxxx; Xxxxx Xxxxxxx Karlezi Xxxxxx; Xxxxxx Xxxxxx Xxxxxxxxx; Xxxx
Xxxxxx Xxxxxx Xxxxxx; Xxxxx Xxxxxxxxx Xxxxxx Xxxxxx; Xxxxxxx Xxxxxx Xxxxxxxxx;
Xxxxxx Xxxxxxx Xxxxxx Xxxxxx; Xxxxxx Xxxx Xxxxxx Xxxxxx; Xxxxxxx Xxxxxxxx
Xxxxxxxxxxxx; Xxxxx Xxxxxx Xxxxxxxx; Xxxxxx Xxxxxx Donaggio; Xxxxx Xxxxxx
Xxxxxxxx; Xxxxxx Xxxxxxx Xxxxxxxxx; Inversiones Montecatini Limitada; Xxxxxx
Xxxxxx Xxxxxxx Xxxxx; Xxxxxxx Xxxxxxx Xxxxx; Xxxxxx Xxxxxx Xxxxxxx Xxxxx;
Xxxxxxxxx Xxxxxx Xxxxxxx Xxxxx; Inversiones Xxxxx Xxxxxx y Compania Limitada;
Inversiones Xxxxxx Xxxxxx y Compania Limitada; Inversiones Xxxxx Xxxxxx y
Compania Limitada; Xxxxx Xxxxxxxx Xxxxxxxxxxxx; Xxxxx Xxxxxx Xxxxxxxx
Xxxxxxxxxxxx; Xxxxx Xxxxxx Xxxxxxxx Xxxxx; Xxxxx Xxxxxxxxxx Xxxxx Xxxxxxxx;
Xxxxxxxxxx Xxxxx Xxxxx Xxxxxxxx; X. Xxxxx y Compania Limitada; Xxx Xxxxx Xxxxxx;
Inversiones Paraggi Limitada; Xxxxxx Xxxx Xxxxxx Xxxxx; Xxxxxxx Xxxx Xxxxxxxxx;
Inversiones Xxxx Xxxxxxxx; and Xxxxxx Xxxxx Xxxxxx. Shares: 3,802,162 shares of
SM Chile - Series A; 1,422,465,232 shares of SM Chile - Series B; 21,159,587
shares of SM Chile - Series D; 751,554 shares of SM Chile - Series E; which are
evidenced under titles No.: 1009498-04; 1056011-10; 38976-05; 30044-06.
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
28
[Stamp and Signature]
Notary Public's Office of Xxxxxx Xxxxx Xxxxxx
29
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. 1082, certifying the stock sale carried out by the
group referred to as "Grupo familias Xxxxx Xxxxxx" 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
423 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].
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