EXHIBIT 10.22(c)
PURCHASE AND SALE AGREEMENT
THIS AGREEMENT made this 20th day of December, 2001, by and between
MITSUI & CO., PRECIOUS METALS INC., a Delaware corporation with offices at
200 Park Avenue, 36th Floor, New York, New York 10166 (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
8,800 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
8,800 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.
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(c) 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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