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NOTARY RECORD No.
SHARE PURCHASE AND SALE AGREEMENT
BY AND AMONG
SCIENTIFIC GAMES CHILE LIMITADA ET AL.
AND
EPICENTRO S.A. ET AL.
In Santiago, Chile, on April 4, 2005, before me, EMILIO POMAR CARRASCO,
attorney-at-law, Alternate Notary Public for the Holder of Title to the 48th
Notarial Office in and for Santiago, JOSE MUSALEM SAFFIE, located at Huerfanos
770, 3rd floor, Santiago, pursuant to Decree No. 168-2005 of the Presidency of
the Court of Appeals issued on March 29, 2005, entered at the end of the records
for the month of March of the same year, personally appeared:
(a) As one party, with seller capacity, Mr. MANUEL ANTONIO GONZALEZ GONZALEZ,
Argentine, married, entrepreneur, foreigner national identity card number
2.597.761-0, pro se and on behalf of, as shall be evidenced, EPICENTRO S.A., a
closed corporation incorporated pursuant to the laws of the Republic of Chile,
Taxpayer Identification Number 96.555.690-7, both domiciled, for these purposes,
at Avenida Ejercito 521, city of Santiago ("Epicentro"); and Mr. IGNACIO
GONZALEZ GUTIERREZ, Chilean, married, business administrator, national identity
card number 5.546.791-9, pro se and on behalf of, as shall be evidenced,
INVERSIONES Y ASESORIAS ICULPE LIMITADA, an investment and consulting company
created pursuant to the laws of the Republic of Chile, Taxpayer Identification
Number 96.536.850-7, both domiciled, for these purposes, at Apoquindo 3000,
Suite 1602, city of Santiago ("Iculpe") (Epicentro and Iculpe, jointly,
"Sellers"); and
(b) As another party, in buyer capacity, Mr. Charles Gray Bethea, Jr., a US
national, divorced, attorney-at-law United States Passport No. ___, domiciled at
1500 Bluegrass Lakes Parkway, Alpharetta, Georgia 30004, United States of
America, and only temporarily in this city, on behalf of, as shall be evidenced,
SCIENTIFIC GAMES CHILE LIMITADA, a limited liability company incorporated
pursuant to the laws of the Republic of Chile, Taxpayer Identification Number
77.757.050-1, domiciled at Moneda 1137, Suite 86, city of Santiago ("Scientific
Games"); and Mr. MARCOS RIOS LARRAIN, Chilean, married, attorney-at-law,
national identity card number 7.022.332-5, domiciled at Miraflores 222, 24'
floor, borough and city of Santiago (jointly, "Buyers");
All the parties appearing, being of legal age and having evidenced their
identity by the aforesaid identity cards, hereby set forth that they have agreed
to enter into the following Share Purchase and Sale Agreement (the "Agreement")
for shares issued by SerigrIfica Chilena Sociedad Anonima, presently doing
business as "Scientific Games Latino America S.A." (the "Company"), to be
governed by the relevant statutory provisions and, in particular, by the clauses
and provisions set forth hereinbelow:
FIRST: RECITALS.
Epicentro owns 375,642 shares of the Company, as evidenced by certificate No. 9
issued on June 5, 2002 and certificate No. 11 issued on March 31, 2003, both
recorded in folio No. 1 of the
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Shareholders' registry Book of the Company. In turn, Iculpe owns 58,421 shares
of the Company, as evidenced by certificates No. 10 issued on June 5, 2002 and
certificate No. 12 issued on March 31, 2003, both recorded in folio No.3 of the
Shareholders' registry Book of the Company (the shares identified in this Clause
First, jointly, the "Shares").
SECOND: SECOND: TRANSACTION AND TRANSFER
1. Epicentro hereby sells, assigns and transfers to Scientific Games, who
purchases, accepts and acquires pro se, 375,642 Shares.
2. Iculpe hereby sells, assigns and transfers to Scientific Games, who
purchases, accepts and acquires pro se, 58,420 Shares.
3. Iculpe hereby sells, assigns and transfers to Mr. Marcos Rios Larrain, who
purchases, accepts and acquires pro se, one (1) Share.
4. The transactions and transfers of the Shares comprise all assets and
rights with regard to capital, revaluations, accumulated earnings, undistributed
dividends or other reserves or corporate funds of any kind, purpose or
denomination, even those accumulated in any fund and heretofore undistributed,
and even if any agreements remain pending for their distribution, or to which
the owners of the Shares are otherwise entitled, ratably to the shares sold,
whether accruing during the current year or previous years.
5. Title to the Shares is passed hereby upon delivery of the certificates
which represent the Shares, from Sellers to Buyers, the former having the
capacity and intent to transfer title and the latter having the capacity and
intent to acquire same.
THIRD: PRICE, PAYMENT, RECEIPT AND STATEMENT.
1. The total price for the purchase and sale of the Shares is 19,571,900.67
United States dollars, corresponding to 45.09 United States dollars per Share
(the' Price").
2. Buyers pay the Price to Sellers in cash and in full, in United States
dollars, as follows: (a) Scientific Games pays Epicentro the sum of
16,937,697.78 United States dollars for the Shares sold, assigned and
transferred per 1. of Clause Second above; (b) Scientific Games pays Iculpe the
sum of US$2,634,157.80 United States dollars for the Shares sold, assigned and
transferred per 2. of Clause Second above; and (c) Mr. Marcos Rios Larrain pays
Iculpe the sum of US$45.09 United States dollars for the Share sold, assigned
and transferred per 3. of Clause Second above. Payment of the aforementioned
prices has been made by wire transfer to the respective bank accounts designated
by Sellers. Sellers declare having received the aforementioned sums to their
entire and complete satisfaction, and that the Sellers are owed nothing by
Scientific Games by reason of or in connection with the sale of Shares hereunder
or any other shares of the Company.
FOURTH: REPRESENTATIONS AND WARRANTIES.
1. Shares. Each of Sellers and the individual respectively appearing herein
on behalf of each of Sellers represents and warrants unto Buyers as follows: (a)
That Sellers are the sole and
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exclusive owners of the Shares in the respective amounts indicated in Clause
First above; (b) That the Shares correspond to 35% of the subscribed for and
paid up capital of the Company; (c) That, as a result of the purchase and sale
hereunder, Buyers become the joint owners of 100% of the shares issued by the
Company; (d) That the Shares are fully subscribed for and paid up and shall
grant Buyers all the ownership and dividend rights provided by Law; (e) That the
Shares are sold and transferred to Buyers free and clear from any and all liens,
pledges, usufructs, charges, restrictions, attachments, litigation, action for
termination, injunctions, sales promises, third party rights, title enjoinments
or limitations, of any kind or nature such as could affect their sale and
transfer to Buyers or the unhindered use, enjoyment and disposition of the same
by Buyers (collectively, "Liens" and individually, a "Lien"); (f) That the
Shares are duly authorized, issued, subscribed for and outstanding, registered
to the name of the relevant Sellers in the Shareholders' Registry Book of the
Company, said registry book not including any entry or other reference in
connection with any Lien such as affects or could affect the Shares, except for
two side notes, respectively in relation to (i) the Shareholders' Agreement of
the Company made among them on June 5, 2002 (the "Shareholders' Agreement), and
(ii) the Stock Purchase Agreement with respect to 65% of the Company shares,
both of which side notes are hereby cancelled and annulled, respectively, by
virtue of the provisions of Clause Seventh and Clauses Second and Third hereof;
and (g) That the transfer of Shares hereunder shall give full and exclusive
right, title and interest in and to the Shares to Buyers, free and clear of any
Liens. The parties expressly agree that the individuals appearing on behalf of
each of Sellers shall be jointly and severally liable for the truthfulness and
accuracy of the representations and warranties made by their principals in this
numeral 1, and vice-versa.
2. Bodies Corporate and Corporate Authorizations. Each of Epicentro, Iculpe
and Scientific Games Chile represents and warrants to the other parties that (a)
it is a company validly incorporated and in good standing according to the laws
applicable thereto, (b) it is duly authorized and empowered by any required
authorizations, whether corporate or otherwise, to execute, deliver and comply
with this instrument and to perform any and all the actions, acts and
transactions contemplated hereby.
3. Powers of Attorney. Each of the individuals herein appearing on behalf of
a legal entity represents and warrants to the other parties that he has
sufficient powers of attorney, as ample as required by law, and he is duly
authorized and empowered by means of required authorizations, whether corporate
or otherwise, to execute, deliver and comply with this instrument and to perform
any and all actions, acts and transactions contemplated hereby.
4. No Litigation. Sellers represent and warrant to Buyers that no claim,
complaint, petition, investigation, demand or action exists or has been
threatened against it, whether civil, administrative, labor-related or criminal,
before any arbitrator, court or government entity that in any way affects or may
affect the existence, validity, enforceability or effectiveness of this
Agreement or the unrestricted and free use, enjoyment and disposition of the
Shares by Buyers.
5. No Breach. Each of the parties represents and warrants to the other
parties that neither the execution, delivery and performance of this instrument
nor the execution, consent or performance of any agreement or transaction
contemplated hereby howsoever violates or breaches any contract, agreement,
legal act, statute, law or regulation nor requires the approval or permission of
any authority or third party.
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FIFTH: NO COMPETITION.
1. General Obligation. As a condition of the essence for executing this
Agreement, and for a period of three years as from the date hereof, Epicentro,
Iculpe, Manuel Antonio Gonzalez Gonzalez, Ignacio Guerrero Gutierrez, Ignacio
Gonzalez Martinez and Eugenio Gonzalez Martinez undertake not to compete,
directly or indirectly, with the current business or trade of the Company,
including, merely by way of example: (i) the design, manufacture, printing,
issuance, sale and marketing of (x) bills, tickets or certificates of lottery,
lotto, promotional games, scratch prints or other games of chance, and/or (y)
prepaid phone cards; (ii) the creation, implementation or modification of any
business or activity related with games of chance or with subclause (i) above;
and/or (iii) the rendering of any assistance, in relation with any business or
activity related with subclauses (i) or (ii) above (the "Business"). The
rendering of services or provision of goods to subsidiaries or related companies
of Scientific Games Corporation, Scientific Games International and/or the
Company shall not be deemed as a noncompliance or violation of the obligations
under this Clause Fifth.
2. Territory. The non-compete obligation indicated in number 1. above shall
apply to the territory of Chile, Argentina, Peru, Bolivia, Paraguay, Uruguay,
Brazil, Ecuador, Colombia, Venezuela, Panama, Costa Rica, El Salvador,
Guatemala, Honduras, Nicaragua, Mexico, Cuba, Dominican Republic, Haiti and
Puerto Rico (the "Territory").
3. Non-Restrictive Obligation. The non-compete obligation indicated in
numbers 1. and 2. above will include, merely by way of example, the prohibition
to conduct the following activities, either directly or indirectly: (a) any
activity or business that competes with the Company or the Business; (b) be
owners or holders of, or administrate, advise operate, control or participate in
the ownership, administration, operation or control of, a business, activity or
enterprise that competes with the Business or with the Company; (c) use
themselves or through third parties the experience, know-how, trade secrets or
other information related to the Business or to the Company; (d) induce or aid
anyone holding confidential information on the Company or contracted thereby
(either as employee, contractor, consultant, supplier, agent, representative or
otherwise) to resign from or leave their employment, contract or relationship
with the Company, to default on their respective contract, relationship or
obligations with the Company and/or become involved in activities or businesses
conducted directly or indirectly by any of the persons mentioned in number 1. of
this Clause Fifth; (e) induce, cause, aid or participate directly or indirectly
in any default or termination of execution of the duties or obligations that any
customer or supplier of the Business has or has assumed toward the Company,
either directly or as transferee or assignee of any contracts signed by the
Company; (f) use or allow the use, in any entity, enterprise, business or
activity, of any trademarks, labels, or other terms or assets associated to the
Business or otherwise used by the Company; (g) act as employees, contractors,
consultants, agents or representatives for or to the benefit of any business,
activity or person that (i) competes with the Business or with the Company or
(ii) participates in the administration, control or majority ownership of any
company, enterprise, business or activity that competes with the Business or the
Company; or (iii) is the employee of a company, enterprise, business or activity
that competes with the Business or the Company.
4. Obligations of Related Parties. Sellers and the individuals appearing in
Clause Sixth below hereby expressly represent and warranty that the obligations
contained in this Clause Fifth
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shall be fully binding upon and enforceable against their respective related
persons (as this term is defined in Article 100 of Law 18,045 on Securities
Markets) and their respective directors, managers, officers, high-ranked and/or
key employees, representatives, spouse and relatives up to the second degree
with regard to blood relatives and to the first degree with regard to relatives
in-law, shareholders, partners and/or owners (collectively, the "Related
Parties"). Sellers and the individuals appearing in Clause Sixth below agree to
have their respective Related Parties assume as their own and fully comply under
each and every one of the obligations hereunder. For the avoidance of doubt,
Sellers and the individuals appearing in Clause Sixth below expressly agree that
the non-compete obligations contained in this Clause Fifth shall be fully
binding upon and enforceable against the Company employee Mr. Alejandro Fontanet
Mingo, who the Sellers represent and warrant is the only employee or officer
(other than Sellers and the individuals appearing in Clause Sixth below)
deriving direct or indirect benefit from the sale and purchase hereunder.
Sellers and the individuals appearing in Clause Sixth below expressly agree that
Mr. Fontanet shall assume as his own and fully comply with each and every one of
the non-compete obligations of this Clause Fifth.
5. Rights of Related Parties. The parties expressly represent and acknowledge
that the rights contained in this Clause Fifth shall also inure to the benefit
of the Related Parties of Scientific Games.
6. Obligations Joint and Several. The parties expressly agree that the
obligations set forth in this Clause Fifth shall be joint and several as among
the parties and in the manner described as follows: (a) Epicentro, Manuel
Antonio Gonzalez Gonzalez, Ignacio Gonzalez Martinez and Eugenio Gonzalez
Martinez shall be jointly and severally liable among themselves for the complete
performance of each and every one of the obligations imposed on such persons and
on their respective Related Parties under this Clause Fifth; and (b) Iculpe and
Ignacio Guerrero Gonzalez shall be jointly and severally liable between
themselves for the complete performance of each and every one of the obligations
imposed on such persons and on their respective Related Parties under this
Clause Fifth.
SIXTH: APPEARANCE OF CERTAIN INDIVIDUALS.
Present herein, pro se, Messrs. (i) MANUEL ANTONIO GONZALEZ GONZALEZ, Argentine,
married, entrepreneur, foreigner's national identity card number 2.597.761-0,
domiciled at Avenida Ejercito 521, borough of Santiago; (ii) IGNACIO GONZALEZ
MARTINEZ, Chilean, married, business administrator, national identity card
number 7.053.650-1, domiciled at Avenida Ejercito 521, borough of Santiago;
(iii) EUGENIO GONZALEZ MARTINEZ, Chilean, married, entrepreneur, national
identity card number 7.053.651-K, domiciled at Avenida Ejercito 521, borough of
Santiago; and (iv) IGNACIO GUERRERO GUTIERREZ, Chilean, married, business
administrator, national identity card number 5.546.691-9, domiciled at Apoquindo
No. 3000, suite 1602, borough of Las Condes, Santiago, who set forth as follows:
That they hereby accept each and every one of the terms of this Agreement and
assume and accept as their own each of the non-compete obligations provided in
Clause Fifth above.
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SEVENTH: RELEASE OF LIABILITIES AND WAIVER OF ACTION IN CONNECTION WITH
THE SHAREHOLDERS' AGREEMENT.
In consideration of the transactions and transfers provided for in this
Agreement, Epicentro, and Scientific Games deem the Shareholders' Agreement as
fully complied with, declare all their obligations thereunder as fully
discharged and grant each other a full release of liabilities in connection
therewith, expressly declaring that they owe each other nothing directly or
indirectly in connection with the Shareholders' Agreement. For the avoidance of
doubt, the parties expressly waive any and all actions, claims, petitions,
demands, remedies or allegations of any type or kind, whether for
pre-contractual, contractual, tort, objective or another type of liability or
for any other cause and/or legal theory that they have had, have or might have
in the future in respect of the Shareholders' Agreement or directly or
indirectly likely to entail the payment of a price for the Shares in excess of
the Price indicated in Clause Third above.
EIGHTH: MISCELLANEOUS
1. Governing Law. This Agreement shall be governed by the laws of the
Republic of Chile. The parties elect their domicile as the city and borough of
Santiago, Chile, for all legal purposes.
2. Arbitration. Any difficulty or dispute arising among the parties regarding
the application, interpretation, duration, validity, execution or performance of
this deed or regarding any other reason will be submitted to arbitration
according to the Rules of Arbitration Procedure of the Santiago Arbitration and
Mediation Center in effect on this date, which are known to and accepted by the
parties and are deemed to form an integral part hereof. The arbitration shall be
conducted by one (1) arbitrator, who shall be a mixed arbitrator with ex aequo
et bono powers regarding procedural matters and of a judge as to substantive
matters. The parties hereby appoint Mr. Roberto Guerrero del Rio as arbitrator.
If he is unable or unwilling to accept the position, the Parties confer a
special irrevocable power of attorney upon the Santiago Chamber of Commerce to
appoint the mixed arbitrator from among the member attorneys of the arbitral
corps of the Santiago Arbitration and Mediation Center at the written request of
any of the Parties. Each of the parties shall have the facultative right,
without reason, to recuse as many as three of the persons who are eligible to be
arbitrators through the Santiago Chamber of Commerce. There shall be no remedy
whatsoever against the resolutions of the arbitrator wherefore the parties
expressly waive such remedies. The arbitrator is especially empowered to resolve
any matter relating the competence and/or jurisdiction thereof.
3. Expenses. Each Party shall pay its own expenses and costs in relation to
the negotiation, preparation and signature of this instrument.
4. Notices. Any notices, communications or notifications that must or can be
made among the Parties shall be in writing, given by (a) certified letter to the
addresses and to the persons indicated in the preamble or (b) fax, with
confirmation of receipt, to the following fax numbers: (i) if sent to any of
Messrs. Manuel Antonio Gonzalez Gonzalez, Ignacio Gonzalez Martinez, Eugenio
Gonzalez Martinez or Epicentro S.A., to fax number [____] with a copy to Mr.
[___] at fax number [_____]; (ii) if sent to Ignacio Guerrero Gutierrez or
Inversiones y Asesorias Iculpe Limitada, to fax number [____], with a copy to
Mr. [_____] at fax number [____]; and (iii) if
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sent to Scientific Games Chile Limitada, to fax number (1-678) 297-5118, with a
copy to Mr. Pedro Pablo Gutierrez, Carey y Cia. Ltda., at fax number (56-2)
633-1980.
Authorities. Notwithstanding the provisions of number three of Clause Fourth
above, and for the avoidance of doubt, a record is made of the following
authorities: (a) the authority of Mr. Manuel Antonio Gonzalez Gonzalez to
represent EPICENTRO S.A. is evidenced in the public deed dated November 27,
2000, executed in the Santiago Notarial Office of Mr. Alvaro Bianchi Rosas; (b)
the authority of Mr. Ignacio Guerrero Gutierrez to represent INVERSIONES Y
ASESORIAS ICULPE LIMITADA is evidenced in the public deed dated November 26,
2001, executed in the Santiago Notarial Office of Mr. Patricio Raby Benavente;
(c) the authority of Mr. Charles Gray Bethea, Jr. to represent SCIENTIFIC GAMES
CHILE LIMITADA is evidenced in the deed of incorporation of such company
executed April 26, 2002 in the Santiago Notarial Office of Mr. Juan Ricardo San
Martin Urrejola. The above authorities are not inserted as they are known to the
parties and to the authenticating Notary. In witness whereof, the parties
appearing set their hands hereunto after reading these presents. A copy is
issued. I attest.
/s/ Charles Gary Bethea, Jr
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Charles Gray Bethea, Jr.
Passport No.
for SCIENTIFIC GAMES CHILE LIMITADA
/s/ Marcos Rios Larrain
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Marcos Rios Larrain
I.D. No. 7.022.332-5
/s/ Manuel Antonio Gonzalez
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Manuel Antonio Gonzalez
Foreigner I.D. No. 2.597.761-0
Pro Se and for EPICENTRO S.A.
/s/ Ignacio Guerrero Gutierrez
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Ignacio Guerrero Gutierrez
I.D. No. 5.546.791-9
Pro Se and for INVERSIONES Y ASESORIAS ICULPE LIMITADA
/s/ Eugenio Gonzalez Martinez
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Eugenio Gonzalez Martinez
I.D. No. 7.053.651-K
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