EXHIBIT 10.22(b)
PURCHASE AND SALE AGREEMENT
THIS AGREEMENT made this 20th day of December, 2001, by
and between JPMORGAN CHASE BANK, a New York corporation with
offices at 270 Park Avenue, 6th floor, Global Commodities, New
York, New York 10017 (the "Buyer"), and DENTSPLY INTERNATIONAL
INC., a Delaware corporation with its principal place of
business at 570 West College Avenue, York, Pennsylvania 17405
(the "Seller").
W I T N E S S E T H T H A T:
WHEREAS, the Seller has entered into forward contracts
("Forward Contracts") to sell certain gold, silver, platinum
and/or palladium ("Precious Metal") to Fleet Precious Metals
Inc. ("FPM"); and
WHEREAS, the Seller has requested that the Buyer satisfy
the Seller's obligations to FPM under the Forward Contracts by
delivering Precious Metal to FPM; and
WHEREAS, in consideration of the foregoing, the Seller
shall simultaneously sell an equal amount of Precious Metal to
the Buyer pursuant to the terms hereof and Buyer shall consign
such Precious Metal back to the Seller pursuant to the terms of
a Consignment Agreement (as hereinafter referred to); and
NOW, THEREFORE, for value received, in consideration of
the premises and of the mutual promises hereinafter contained,
and for other good and valuable consideration, the receipt of
which is hereby acknowledged, the parties do hereby agree as
follows:
1. Purchase and Sale. The Seller hereby agrees to sell to
the Buyer and the Buyer hereby agrees to purchase from Seller,
on the terms and conditions hereinafter contained, the
following (all of the property described in this Section 1 is
hereinafter collectively referred to as the "Precious Metal
Inventory"):
______ fine troy ounces of gold
______ fine troy ounces of silver
4,200 fine troy ounces of platinum
17,700 fine troy ounces of palladium
For the purposes of Section 1, the term "troy ounces" shall
mean the fine troy ounce content contained in Seller's
inventory determined at a degree of fineness of not less than
99.5% in the case of gold, 99.90% in the case of silver, 99.95%
in the case of platinum, and 99.95% in the case of palladium.
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2. Purchase Price. In consideration of the transfer of the
Precious Metal Inventory by Seller to the Buyer, the Buyer
shall deliver the following to the FPM for the account of the
Seller in satisfaction of the Seller's obligations to FPM under
the Forward Contracts (the "Purchase Consideration"):
______ fine troy ounces of gold
______ fine troy ounces of silver
4,200 fine troy ounces of platinum
17,700 fine troy ounces of palladium
Nothing in this Section 2 or elsewhere in this Agreement shall
affect the passage to the Buyer of title to the Precious Metal
Inventory, which title the parties intend and shall be deemed
to pass on the date of the Bill of Sale hereinafter described.
3. Conditions Precedent to Sale. The obligation of the Buyer
to purchase the Precious Metal Inventory is subject to the
following conditions precedent:
(a) Seller shall have executed and delivered to the Buyer a
Bill of Sale (the "Bill of Sale") covering and
describing the Precious Metal Inventory in the form
of Exhibit A attached hereto and made a part hereof.
(b) The representations and warranties of Seller set forth in
Section 4 hereof and in the Bill of Sale shall be
true and correct on and as of the date hereof and the
date of sale of the Precious Metal Inventory to the
Buyer.
(c) Seller shall have delivered to the Buyer a certificate of
a financial officer of the Seller, certifying the
amount of Precious Metal Inventory by location (the
"Certificate").
4. Representations and Warranties. Seller hereby represents
and warrants to the Buyer that:
(a) Seller is duly organized, validly existing and in good
standing under the laws of its state of incorporation
and has the corporate power to execute and deliver
and perform its obligations under this Agreement and
the Bill of Sale.
(b) The execution and delivery and performance by Seller of
its obligations under this Agreement and the Bill of
Sale have been duly authorized by all requisite
corporate action.
(c)
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Seller is the lawful owner of, and has absolute title to,
the Precious Metal Inventory free and clear of all
claims, liens, security interests, encumbrances and
all other defects of title or of any kind whatsoever
except in favor of the Buyer.
(d) Seller has the right, power and authority to sell the
Precious Metal Inventory and has not made or
contracted to make any prior sale, assignment or
transfer of any item of Precious Metal Inventory to
any person, firm or corporation.
(e) All of the Precious Metal Inventory is located at the
locations set forth in the Certificate.
5. Consignment of the Precious Metal Inventory. The parties
hereto intend that, contemporaneously with the execution and
delivery of the Bill of Sale, the Buyer shall consign the
Precious Metal to the Seller AS IS AND WHERE IS pursuant to the
terms of a certain Consignment Agreement
dated , 2001 between the Seller and
the Buyer.
6. Governing Law. This Agreement shall be governed by and
shall be construed in accordance with the laws of the State of
New York
*The next page is a signature page*
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IN WITNESS WHEREOF, the parties hereto have caused this
instrument to be executed by their duly authorized officers as
of the date first above written.
DENTSPLY INTERNATIONAL INC.
By:____________________________________
Title:
JPMORGAN CHASE BANK
By:____________________________________
Title:
P83310.1
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