GUARANTEE FRAMEWORK AGREEMENT By the present private instrument and in the best form of the law, the parties: CBD and CNOVA are hereinafter jointly also referred to as the “Parties” and each individually as a “Party”.Guarantee Framework Agreement • July 22nd, 2016 • Cnova N.V. • Retail-catalog & mail-order houses
WHEREAS: (i) CNOVA is a company controlled by CBD; (ii) CBD is interested in guaranteeing the performance of obligations undertook ou to be undertaken by CNOVA vis-à-vis third parties under any agreements executed or that may be executed, including, but not limited to financial agreements, lease of real estate and/or commercial agreements; and (iii) The Parties wish to set out the general terms and conditions for said guarantees offered by CBD to CNOVA and consider the entering into this Agreement to be in the corporate interest of each Party. NOW, THEREFORE, the Parties agree to enter into this Guarantee Framework Agreement (“Agreement”), which shall be governed by the following clauses and conditions:
TO THE COMMERCIAL PARTNERSHIP AGREEMENTCommercial Partnership Agreement • July 22nd, 2016 • Cnova N.V. • Retail-catalog & mail-order houses
CDISCOUNT, Société Anonyme with capital of 5,631,441.34 euros, with head office situated at 120-126 Quai de Bacalan - 33000 Bordeaux, registered with the trade and companies register in BORDEAUX under number 424 059 822,
TAB AGREEMENTTab Agreement • July 22nd, 2016 • Cnova N.V. • Retail-catalog & mail-order houses
CDISCOUNT, a société anonyme incorporated under French law with a share capital of EUR 5,162,154.62 and with registered office at 120-126 Quai de Bacalan 33000 BORDEAUX, entered in the BORDEAUX Trade and Companies Register under number 424 059 822, represented by Mr Emmanuel GRENIER, duly authorised to enter into this contract,
AMENDMENT No 3 to Commercial Agreement of 20 December 2012 regarding "4xCB Payment" ServiceCommercial Agreement • July 22nd, 2016 • Cnova N.V. • Retail-catalog & mail-order houses
AMENDMENT No. 4 to Commercial Agreement of 30 December 2011Commercial Agreement • July 22nd, 2016 • Cnova N.V. • Retail-catalog & mail-order houses
OPERATIONAL SERVICES AGREEMENTOperational Services Agreement • July 22nd, 2016 • Cnova N.V. • Retail-catalog & mail-order houses
Almacenes Exito S.A., a corporation organized and existing under the laws of the Republic of Colombia, with its principal place of business at Carrera 48 No. 32B Sur 139, Envigado, Antioquia, Colombia ("Exito"), represented by Carlos Mario Diez Gómez, of legal age, identified as announced with his signature, acting as Retail Vice-President of Exito, on the one part, and
AMENDMENT No. 1 TO COMMERCIAL PARTNERSHIP AGREEMENTCommercial Partnership Agreement • July 22nd, 2016 • Cnova N.V. • Retail-catalog & mail-order houses
CDISCOUNT, Société Anonyme with capital of 162,154.62 Euro, with head office situated at 120-126 Quai de Bacalan - 33000 Bordeaux, registered with the Commercial and Companies Register in Bordeaux under number 424 059 822, represented by Mr. Emmanuel GRENIER, acting as Chief Executive Officer, duly authorised for the purposes hereof,
COMMERCIAL LEASE FOR A GOODS STORAGE WAREHOUSE - between - Goodman Saint Mard 1 Logistics (France) - as Lessor - -and- Cdiscount - as Lessee - - regarding - The warehouse and its ancillary premises located at Saint Mard (77 230) ZAC de la Fontaine du...Commercial Lease • July 22nd, 2016 • Cnova N.V. • Retail-catalog & mail-order houses
This lease must be read together with the Special Conditions below, which are an integral part hereof. In the event of conflict between the Special Conditions and the General Conditions set out below in Part II, the Special Conditions shall prevail.
CONTRACT FOR USE OF THE “CDISCOUNT” BRAND NAMEContract for Use of Brand Name • July 22nd, 2016 • Cnova N.V. • Retail-catalog & mail-order houses
CDISCOUNT, a société anonyme incorporated under French law with a share capital of EUR 5,162,154.62 and with registered office at 120-126 Quai de Bacalan - 33000 Bordeaux, entered in the Bordeaux Trade and Companies Register under number 424 059 822,
SHARE TRANSFER AGREEMENTShare Transfer Agreement • July 22nd, 2016 • Cnova N.V. • Retail-catalog & mail-order houses
CDISCOUNT GROUP (formerly called Casino Entreprise), a société par actions simplifiée (simplified company limited by shares) with a share capital of 166,931,225 euros and with registered office at 1 Esplanade de France, 42000 Saint-Etienne, entered on the Saint-Etienne Trade and Companies Register under number 422 919 548 ("Cdiscount Group"), duly represented for the purposes hereof by Emmanuel Grenier,
BY AND BETWEENPurchasing Synergies Contract • July 22nd, 2016 • Cnova N.V. • Retail-catalog & mail-order houses
CDISCOUNT, a société anonyme incorporated under French law with a share capital of EUR 5,162,154.62 and with registered office at 120-126 Quai de Bacalan 33000 BORDEAUX, entered in the BORDEAUX Trade and Companies Register under number 424 059 822, represented by Mr Emmanuel GRENIER, duly authorised to enter into this contract,
FREE LEASE AGREEMENT AND OTHER COVENANTSLease Agreement • July 22nd, 2016 • Cnova N.V. • Retail-catalog & mail-order houses
On the one side, in the position of LESSOR, VIA VAREJO S/A, corporation headquartered in the city and circuit of São Caetano do Sul, at Rua João Pessoa, 83, Downtown, CEP: 09520-010, enrolled with the National Register of Legal Entities (CNPJ/MF) with the No. 33.041.260/0652-90, hereby represented under the terms of its bylaws, hereinafter simply referred to as “LESSOR”;
FORM OF ACCOMMODATION (PICK-UP) AGREEMENTAccommodation Agreement • July 22nd, 2016 • Cnova N.V. • Retail-catalog & mail-order houses
On the one side, in the position of LENDER, VIA VAREJO S.A., corporation headquartered in the city and circuit of São Caetano do Sul, at Rua João Pessoa, 83, Downtown, CEP: 09520-010, enrolled with the National Register of Legal Entities (CNPJ/MF) with the No. 33.041.260/0652-90, hereby represented under the terms of its bylaws, hereinafter simply referred to as “LENDER”;
FORM OF ACCOMMODATION (PICK-UP) AGREEMENTAccommodation (Pick-Up) Agreement • July 22nd, 2016 • Cnova N.V. • Retail-catalog & mail-order houses
This Agreement is hereby entered into by and between, on the one part, as the "LENDER", COMPANHIA BRASILEIRA DE DISTRIBUIÇÃO, a company duly entered on the Brazilian National Register of Legal Entities under no. 47.508.411/0001-56, with registered office in São Paulo, State of São Paulo, at Avenida Brigadeiro Luis Antonio no. 3142, and with its document of incorporation filed with the JUCESP (São Paulo State Board of Trade) under no. 35.300.089.901, on 19 November 1981, represented herein by the undersigned attorney, and, on the other part, as the "BORROWER", CNOVA COMÉRCIO ELETRÔNICO S/A, a company duly entered on the Brazilian National Register of Legal Entities under no. 07.170.938/0001-07, with registered office in São Paulo, State of São Paulo, at Rua Gomes de Carvalho, no. 1609, floors 3 to 7, São Paulo (SP), 04547-006, represented herein in the form provided for in its Articles of Association. The Parties have agreed as follows:
