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EXHIBIT 2.2
CONTRACT FOR SALE OF PARTICIPATIONS
OF UNIMAND ESPANA, S.L.
Made in Barcelona, on this 30 day of June 1999.
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PARTIES
Of the one part,
Mr. DIDIER PATRICK ANDRE BRIAUD, of full age, French national, domiciled at
Saint Martin en Biere, 6 Rue des Plantes, Macherin (France), and bearer of
Passport number 98LZ22358.
Mr. FRANCISCO MURO, of full age, French national, domiciled at Gava (Barcelona),
C/ Cadaques number 3, 1(o) 1(a), and bearer of French Passport number 88DP56899.
And of the other part,
Mr. PAUL JOSEPH BENNETT, of full age, Irish national, domiciled at Dr.
Benthemstraat 107, 7514 CL Enschede, The Netherlands, and bearer of Passport
number .
II
THEY ACT
Mr. Briaud for and on behalf of DIFFUSION ARTISTIQUE ET MUSICALE D.A.M, S.A.
(hereinafter DAM), a registered company, whose registered office is 17 Rue Paul
Seramy, 77300 Fontainebleau, filed into the Chamber of Commerce of Montereau
with number K BIS B.303.952.519. He states that he is duly empowered to sign
the present Contract by his position as President and Managing Director of the
Company.
Mr. Francisco Muro, on his own name and behalf.
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The second party, for and on behalf of UNIVERSAL ELECTRONICS, BV a Dutch
registered company, whose registered office is Javastraat 92, 7512ZK Enschede,
The Netherlands, filed into the Commercial Register of the Chamber of Commerce
and Industries for Veluwe en Twente with number 06067125, who is empowered to
sign the present Contract.
The parties by mutual agreement, for the better understanding of this Contract,
subscribe to the following:
III
DEFINITIONS AND ABBREVIATIONS
The following definitions are applicable to the terms used in this Contract and
in its APPENDICES.
The Contract The present Contract, its appendices, and any documents
which may amend or novate it.
The Company The Spanish company UNIMAND ESPANA, S.L., whose
registered office is at calle Las Torres n(o) 58, Sant
Joan Despi, Barcelona, registered in the Mercantile
Register of Barcelona, on folio 98, volume 26.372, page
B-101.622, holder of C.I.F. number B-60-419.124.
The Participations EIGHT THOUSAND (8,000) participations of nominal value
1,000 Pesetas each, no. 1 to 8,000, both inclusive, of
the company of UNIMAND ESPANA, S.L., which correspond to
the 100% of the share capital of this company
The Sellers DAM and Mr. FRANCISCO MURO, which appears in Section II
of this Contract.
The Purchaser The company UNIVERSAL ELECTRONICS, BV, which appears in
Section II of this Contract.
The Signature Date Today's date, on which there shall take place the
effective purchase of the Participations by UNIVERSAL
ELECTRONICS, BV.
Having made the preceding definitions, the parties:
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IV
DECLARE
I. Whereas DAM is owner of 5,600 participations numbers 1,501 to 7,100 both
inclusive of the Company, which represents 70% of the total sharecapital.
II. Whereas Mr. FRANCISCO MURO is owner of 2,400 participants numbers 1 to
1,500 and 7,101 to 8,000, all inclusive of the Company, which represents
30% of the total sharecapital.
III. Whereas the Participants the subject of the present Contract are free of
all charges and encumbrances, and are not subject to any pledge or
guarantee, and they are not affected by any purchase option right.
IV. Whereas THE SELLERS are prepared to warrant the truthfulness of the
representations with regards the status and assets of UNIMAND ESPANA,
S.L., in the terms and subject to the limits herein.
V. Whereas THE SELLERS are interested to sell the Participations to THE
PURCHASER and THE PURCHASER is interested to purchase them.
VI. Whereas the present transaction can not be executed before Spanish Public
Notary on today's date due to the individual acting on behalf of DAM has
not his representation documents officially granted and apostilled
according to the Hague Convention. For this reason, the parties agree to
grant this transaction as a private document on today's date, subject to
resolutory condition that the public deed of transfer is granted before
July 20, 1999 before Spanish Public Notary, as set forth below.
IN PURSUANCE WHEREOF, the parties mutually and reciprocally recognising their
respective legal capacity to contract and bind themselves, and in particular as
to the execution of the presents, hereby execute the present CONTRACT FOR SALE
OF PARTICIPATIONS, subject to the following:
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CLAUSES
1.-OBJECT
Subject to the terms and conditions set forth in this Contract, THE SELLERS
sell and transfer the EIGHT THOUSAND (8,000) Participations which represents
100% of the sharecapital of the Company to THE PURCHASER, which buys and
acquires them free of charges and encumbrances.
The total respective dividends corresponding to such holding from the Signature
Date shall be attributed to THE PURCHASER as of the Signature Date. THE SELLERS
declares that there are no dividends pending payment corresponding to periods
prior to said date and expressly renounces and waives any right to such said
dividends.
2.-PRICE AND MANNER OF PAYMENT
2.1 PURCHASE PRICE.
The Purchase Price for the Participations is established at 724,600 Euros. This
Price has been freely fixed by the contracting parties.
2.2 MANNER OF PAYMENT
THE PURCHASER advance the payment of the total Purchase Price to THE SELLERS,
with the resolutory condition that this transaction is executed before Spanish
Public Notary determined by THE PURCHASER before July 20, 1999. In case that
the transfer is not formalised before Public Notary before such date, this
transaction will be resolved and THE SELLERS shall return the advanced payment
immediately to the PURCHASER.
The advanced payment of the total Purchase Price is distributed as follows:
- - THE PURCHASER pays 507.220 Euros to DAM by way of wire transfer to the
account number 14806 00088 280 570 84000 51, of the French Bank CREDIT
AGRICOLE, Swift code AGRI FR PP 848.
- - THE PURCHASER pays 217.380 Euros to Mr. FRANCISCO MURO by way of wire
transfer to the account number 2013 0049 15 0201089064 of the Spanish Bank
CAIXA DE CATALUNYA, Swift code CESCESBB.
The execution of this Contract of Sale constitutes the most effective receipt
for the Purchase Price which is paid.
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2.3 COMPLETION.
In accordance with the Spanish Law in force, the present transaction shall be
executed in a public document before a Spanish Notary Public determined by THE
PURCHASER before July 20, 1999. It shall be also fulfilled the following
condition precedent:
- - Delivery to the satisfaction of THE SELLER of Minutes and Certificate of
the General Shareholders Meeting of the company, dated June 30, 1999,
whereby the resignation of Mr. DIDIER PATRICK ANDRE BRIAUD as Sole
Administrator of the Company, and the appointment of UNIVERSAL
ELECTRONICS, BV as Sole Administrator of the Company, are agreed.
If the transfer is not formalised before Public Notary before such
date, this transaction will be resolved and THE SELLERS will be obliged to
return the advanced payment of the total Purchase Price immediately to the
PURCHASER.
3.-REPRESENTATIONS AND WARRANTIES BY THE PARTIES
3.1. BY THE SELLERS
THE SELLERS confirm to THE PURCHASER that all the representations and warranties
attached as APPENDIX 1 and all contained in this agreement are true and
accurate, and accepts in the terms established in Clause 4, all liability
arising from any misrepresentation or inaccuracy therein. THE SELLERS also
confirm that none of the representations and warranties contained in this
Contract contains a misrepresentation which could materially affect THE
PURCHASER as potential investor.
3.2. BY MR. DIDIER PATRICK ANDRE BRIAUD.
Mr. Briaud represents and warrants that he is duly empowered to represent DAM in
this transaction by his post as President and managing Director of DAM, and that
his appointment is in force today and will be in force until the public deed of
transaction is executed as set forth above. Mr. Briaud also represents and
warrants that the document of his appointment will be recorded in the Company's
Register where DAM is recorded and that he will obtain the necessary
documentation notarised and apostilled according to the Hague Convention before
July 20, 1999.
3.3. BY THE PURCHASER
THE PURCHASER represents and warrants to THE SELLERS:
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a) That THE PURCHASER is a lawfully constituted company and that it has
sufficient power and capacity to enter into and sign the present Contract
and conduct all the acts, actions, businesses and transactions which should
be conducted by virtue of the present document and that it has all
requisite and sufficient company resolutions and agreements in that respect
and does not require any other authorisation.
b) That the execution and development by THE PURCHASER of the purchase herein
and the communication of the transactions shall not in any way give rise to
a conflict or violation of its Articles of Association, or agreements of
any type or legislation or regulations thereto applicable.
In the event that any of the representations of THE PURCHASER or THE SELLERS is
incorrect or untrue, or in the event of non compliance, in whole or in part of
any of the substantial acts or obligations of THE PURCHASER or THE SELLERS
under this Contract, that could materially affect THE SELLERS or THE PURCHASER,
these may, at their own election, chose to proceed with execution of the
present Contract or may resolve the Contract, without prejudice to any other
rights and claims available under law.
4.-LIABILITIES BY THE SELLERS
4.1 THE SELLERS shall be jointly and severally, personally and unlimitedly
liable under the terms established in this Clause, for any
misrepresentation and/or inaccuracy contained in this Contract and in
particular representations and warranties set out in Clause 3 and attached
as APPENDIX 1, and shall be jointly and severally, personally and
unlimitedly liable to the Company and THE PURCHASER in relation to any
possible claim by THE PURCHASER and/or the Company as a consequence of the
application of the present Contract, including, by way of illustration, the
liability which may derive from any misrepresentation or inaccuracy in the
representations and warranties given by THE SELLERS.
4.2 THE SELLERS shall be jointly and severally, personally and unlimitedly
liable to THE PURCHASER and the Company with respect to any liability, known or
unknown, including of a tax, social security, administrative, commercial or of
any other nature which is claimed against the Company and which derive from any
administrative or judicial actions or procedures which may be derived from any
acts or omissions prior to Signature Date, which the Company may have to meet.
In particular, without prejudice to other liabilities, THE SELLERS shall be
jointly and severally, personally and unlimitedly liable to THE PURCHASER and
the Company, with respect to the following contingencies which may arise in the
Company:
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a) Liabilities of a tax nature, in relation to all taxes, rates or
levies, including fiscal license taxes/trading licenses and taxes
which may derive from any acts or omissions or periods prior to the
Signature Date, although these may be claimed subsequent to said date.
b) Labour or Social Security liabilities, which may derive from any act
or omissions prior to the Signature Date.
c) Administrative proceedings and authorisations which are required for
the Company.
The compensation for all matters included herein shall be the total
liability which the Company may have to meet, together with interest, fines
and expenses incurred including the costs of defence which the Company
and/or THE PURCHASER may have to meet.
4.3 The responsibilities and guarantees of THE SELLERS described in the present
Contract and the appendices thereto, regarding claims, events,
contingencies as a result of incidents prior to the Signature Date shall
expire in accordance with their statutory/legal prescription period.
4.4 No claim under this contract related with the balance sheet dated March 31,
1999, attached as Appendix 2, may be presented if the total claimed is less
than TEN THOUSAND EURO (10,000 Euro). Such total may consist in one sole
claim or the total of various. Once such level of claim against THE VENDORS
is reached, all claims will be payable.
5.-PROCEDURE TO BE FOLLOWED IN THE EVENT OF CLAIMS
5.1 In case the Company should be officially claimed for any obligation or
responsibility incurred prior to today's date and included in the previous
clause, the latter should be duly notified to THE SELLERS and THE
PURCHASER. Said communication should take place within the seven (7)
working days following its reception.
5.2 The Company will be the one dealing with the exercise or formulation of
actions, appeals or opposition to the obligation or responsibility thereby
claimed.
5.3 Any cost and expenses including deposits, previous payments or consignments
that derive or are necessary for such opposition or claim will be directly
charged to the Company.
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5.4 Should the final resolution or sentence from the competent authority, or
agreement reached by both parties, establish an obligation or
responsibility, THE SELLERS shall pay the amount claimed or, in case the
Company has already paid, reimburse within a maximum of 30 days 100% of
the corresponding amount, in addition, if applicable, the amounts borne
for concepts outlined in the previous paragraph, together with interests,
fines and expenses incurred.
6.-JOINT AND SEVERAL LIABILITY AND SUBROGATION
THE SELLERS shall be jointly and severally, personally and unlimitedly liable
to the Company, THE PURCHASER and/or any other person or entity which in the
future might acquire all or part of the Participations, for all obligations for
which the former are liable by virtue of this Contract.
The liability extends in particular to the liability which might derive from
the misrepresentation or inaccuracy of the representations and warranties for
which THE SELLERS are liable, established in this Contract.
In the event of the subrogation of a said third party in the present Contract,
THE SELLERS shall be notified of the same.
7.-COSTS AND TAXES
Except as may otherwise be expressly provided in this Contract, the taxes
arising from the performance and execution hereof shall be borne by such party
as is specified by Law. The expenses arising from such performance and execution
shall be borne and payable by the party which causes them. The expenses
corresponding to the protocol registration of the transactions foreseen in the
present document shall be borne by THE PURCHASER.
8.-COMMITMENT NOT TO SELL THE PARTICIPATIONS AND RESOLUTION
Since THE SELLERS will have the title deeds of the Participations until the
execution of the present transaction before Spanish Public Notary, THE SELLERS
individually and personally commit, represent and warrant to THE PURCHASER that
they will not sell the Participations to third parties in any case.
In the event of any of the parties being in breach of its obligations,
including the non fulfillment of the granting of the public deed of transfer,
the other party may demand the performance or rescission of same, according to
Article 1.124 of the Spanish Civil Code.
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All the above is without prejudice to any actions and claims which are
available under law.
9.-ARBITRATION AND LAW
The parties declare their wish to settle amicably and by way of appropriate
negotiations any differences or disagreements which may arise in the
performance and execution of this Contract.
This notwithstanding, if no amicable settlement is reached, both parties agree
to refer their differences to legal arbitration by a sole arbitrator, and for
such purposes submit the appointment of the arbitrator and administration
thereof to the ARBITRATION COURT OF BARCELONA, and covenant to comply with the
decision of such arbitration.
Should judicial formalization or execution of the arbitration award be
necessary, the parties expressly submit themselves to the Courts of Barcelona,
expressly renouncing any other jurisdiction that may correspond to them.
This Contract is to be governed in all respects by Spanish Law.
10.-NOTICES
All notices, requests, demands and other communications hereunder shall be in
writing and shall be deemed duly given if and when delivered personally or sent
by certified mail (return receipt requested, postage prepaid) to the other
party at its respective address first above written, or as subsequently changed
by notice duly given.
11.-PRIOR AGREEMENTS
This Contract replaces and renders void any antecedent agreement and contract
signed between the parties.
12.-MODIFICATIONS AND ADDENDA
Any amendment or addenda to the present Contract will be valid only if the
effect thereof is expressly stated and signed by both parties. In such event,
apart from the Clauses expressly modified, the remaining Clauses of the
Contract will remain valid, and, therefore, fully enforceable.
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13.-VOID CLAUSES
If any of the Clauses of the present Contract should be void or inapplicable,
the validity of the remaining provisions shall not be effected and shall remain
in force.
This Agreement is executed in THREE (3) original parts in English language.
IN WITNESS WHEREOF, the parties sign this Agreement in the place and the date
first above written.
THE SELLERS:
/s/ Francisco Muro
- -----------------------------------------------
Signed: Mr. Francisco Muro
- -----------------------------------------------
Signed: DIFFUSION ARTISTIQUE ET MUSICALE D.A.M, S.A.
Represented by Mr. Didier Patrick Andre Briaud
THE PURCHASER:
- ------------------------------------------------
Signed: Mr. UNIVERSAL ELECTRONICS, BV
Represented by Mr. Paul Joseph Bennett
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APPENDIX I
REPRESENTATIONS AND WARRANTIES
DAM and Mr. FRANCISCO MURO (hereinafter, "the Sellers") confirm to UNIVERSAL
ELECTRONICS, BV (hereinafter, "the Purchaser") that the following
representations and warranties are true and correct, and accepts any liability
which may arise from their untrueness. No representation or warranty expressed
in the present document contains a misrepresentation which could materially
affect the Purchaser as a potential investor. The present representations and
warranties are an essential part of the Contract for Sale of Participations,
forming with it a unity.
The Sellers represent and warrant to the Purchaser in respect of the Company
its business and assets the following:
1. AUTHORITY
The Sellers have the right, power and authority to enter into and perform
their obligations under this Agreement and this Agreement constitutes
obligations binding on the Seller in accordance with its terms.
2. THE COMPANY
The Company UNIMAND ESPANA, S.L. has full legal personality under the laws
of Spain, and holds all the permits and licenses needed in order to pursue
and develop its business activities, with the exception set forth in point
8 below, together with full power to deal with its properties and assets.
UNIMAND ESPANA, S.L. is a Spanish registered company, whose registered
office is at Calle Las Torres number 58, Sant Joan Despi (Barcelona), and
was incorporated before the Notary Public of Barcelona, Mr. Antonio
Lopez-Ceron y Ceron, executed on November 15, 1993, and is registered in
the Mercantile Register of Barcelona, on folio 98, volume 26.372, page
B-101.622, holder of C.I.F. number B-60/419.124.
3. QUALIFICATION TO DO BUSINESS
The Company has the complete power to own or to lease its property and to
carry on the business as now being conducted by it under the laws of the
jurisdiction in which it is incorporated, being the only jurisdiction in
which the nature of the business conducted by it or the property owned or
leased by it makes such qualification necessary.
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4. SHARE CAPITAL
The issued and outstanding participations of the Company have been
authorised and are validly issued and fully paid, and all such
participations are owned directly by the Sellers free and clear of any and
all liens, pledges, charges, claims, restrictions or agreements of any
kind.
The share capital of the Company is 8,000,000 Pesetas fully paid up,
represented by 8,000 participations, numbered from 1 to 8,000, inclusive,
with a nominal value of 1,000 Pesetas each, all enjoying the voting and
financial rights, proportional to their respective nominal value.
The participations held by the Sellers are free of all charges and
encumbrances, and no purchase option rights have been created over the
same. No person has a right to call for the allotment or transfer of any
participation in the Company.
All the participations issued enjoy the financial rights corresponding to
its nominal value, and therefore, with respect to the distribution of
company profits and to the resulting net assets of the company on
liquidation and to the preferential subscription right on the issue of new
participations.
All the participations have the voting rights corresponding to its nominal
value and there are no preference participations which grant any benefit
over the ordinary participations. All the participations belong to the same
class and have the same political and economical rights.
5. NO OPTIONS
The Company is not party to any agreement or commitment or has outstanding
any option, warrant or convertible security that would require it, at some
future date or upon the happening of some event, to issue any additional
participations or any other participations or debentures, nor does it have
the right or option to require any holder of its outstanding participations
to make any further contributions to its capital or to purchase any
additional participations.
6. BYLAWS
The Bylaws of the Company are up to date and are those filed in the
Mercantile Register.
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7. CORPORATE RECORDS
The corporate records and minute books (or their equivalent) of the Company
contain complete and accurate minutes of all meetings of and copies of all
resolutions passed by the directors and members of the Company since its
incorporation. All such meetings were duly called and held, all such
resolutions were duly passed and the members registers, registers of
transfers and other corporate registers of the Company are complete and
accurate in all material respects.
8. LICENSES AND COMPLIANCES
The Company has obtained all licences, permissions, authorisations and
consents (referred to collectively as "Licenses") required in order to
conduct the businesses now carried on, except for the licence of activity
of the City Council, which has not been applied yet, due to the fact that
the company has recently moved to new premises. All such licences are in
full force and effect and not subject to any onerous conditions and all
reports, returns and information required by law or as a condition have
been duly made or given to the appropriate authority and no notice has been
received that any Licence is likely to be revoked. The Company has
concluded and is conducting its business in compliance in all respects with
all applicable laws, rules and regulations of the jurisdiction in which its
business is carried on and has not been and is not now in breach of any
such laws, rules or regulations.
9. LITIGATION
Except as plaintiff in the collection of debts rising in the ordinary
course of business and the proceeding and claim with regards MEL GROUP,
S.L./RAYTEL SOUND VISIONS, S.L. (65/1999 file of the Alcorcon Courts), the
Company is not a plaintiff or defendant in or otherwise a party to any
litigation, arbitration or administrative proceedings which are in
progress, nor have such proceedings been threatened by or against the
Company or any of its assets nor, are there any fact or circumstances
likely to give rise to any such litigation, arbitration or administrative
proceedings.
10. INSOLVENCY
No receiver or trustee (or the equivalent thereof) has been appointed of
the whole or any part of the assets or undertaking of the Company. No
petition has been presented, no order has been made and no resolution has
been passed for the winding-up (or the equivalent thereof) of the Company
in the jurisdiction where it is incorporated. The Company has not stopped
payment of its debts and is not insolvent or unable to pay its debts within
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the meaning of the insolvency or bankruptcy legislation in its jurisdiction
of incorporation.
11. FAIR TRADING
11.1 The Company is not party to any agreement, arrangement or concerted
practice which is or must be registered under any legislation in any
jurisdiction in which it carries on business or which contravenes any
cartel or fair trading legislation.
11.2 The Company does not conduct any business or is party to any
agreement, arrangement or transaction which contravenes any legal
limitation on prices, is required in whole or in part to be
registered, filed or recorded in any jurisdiction in order to be
valid and has not been so registered, filed or recorded.
12. NO DEFECTIVE SERVICES
The Company has not supplied Services which are, or were or will become in
any respect faulty or defective or which do not comply in any material
respect with any warranties and representations expressly or implicitly
made by the Company or with all applicable regulations, standards and
requirements in respect thereof.
13. ACCURACY OF BOOKS AND RECORDS
The Company possesses and maintains up to date the statutory accounting
books, together with all auxiliary books necessary for the proper
development of the activity of the Company.
It has also duly complied with and is up to date in relation to the Minute
book, Tax and Social Security Returns, and other documents which the
Company is legally obliged to maintain.
It has also filed it annual accounts in the Barcelona Mercantile Register
within the period established under current legislation.
The books and records, financial and otherwise, of the Company fairly and
correctly set out and disclose in all respects the financial position of
the Company as of the date hereof and all financial transactions of the
Company have been fully and accurately recorded in such books and records.
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14. ACCOUNTS
The Company Accounts:
14.1 Were prepared in accordance with the statutory and other accounting
principles and practices applicable thereto in Spain and, subject to
the foregoing, give a true and fair view of the Company as of the
date on which they were prepared and of the results of the Company;
14.2 set out completely and accurately the assets and liabilities of the
Company and contain adequate provision for bad and doubtful debts,
for all social security dues and Taxation (including deferred
taxation) relating to any period ending on or before the date as of
which they were prepared, and for all actual and contingent
liabilities incurred or accruing before that date to the extent
required by such statutory and other accounting principles and
practices;
14.3 were prepared on a basis consistent with that on which such Accounts
of the Company were prepared for at least the three preceding years.
15. BALANCE SHEET AND COMPANY EQUITY
15.1 THE SELLERS guarantee that the assets shown in the balance sheet of
the Company closed at 31 March 1999, attached to this document as
APPENDIX 2 thereof, and in the Accounting Books of the Company, are
not overvalued, and have been valued in accordance with the valuation
rules applicable in Spain and with generally accepted accounting
principles.
15.2 THE SELLERS guarantee that the liabilities shown in the balance sheet
of the Company closed at 31 March 1999, attached to this document as
APPENDIX 2, thereof, and in the Accounting Books of the Company, are
the only liabilities of the Company and are not undervalued, and have
been valued in accordance with the valuation rules applicable in Spain
and with generally accepted accounting principles. Full provision or
reserve has been made for all liabilities and commitments of the
Company when required.
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Furthermore, THE SELLERS guarantee that the Company has no other
obligations which were derived prior to the close of such balance
sheet, except those shown and duly provisioned as liabilities in the
balance sheet.
15.3 THE SELLERS state that since the date of close of the balance sheet
(30 March 1999), the Company has not conducted any operations which
are not in the normal course of business, and, in particular:
- it has not granted any loans or guarantees to any of its
shareholders, directors or employees, other than advance
payments of salary and commission to nonshareholder employees or
representatives.
- it has not made nor shall it make any investments nor acquired
nor shall acquire any commitments to invest in fixed assets
which exceed in total TWO MILLION PESETAS (ptas. 2,000,000.).
- it has not entered into any agreement or contract whatsoever,
other than contracts for maintenance and purchases and sales
arising from the normal course of operations, in which cases,
where these have been with related companies, the prices have
not been substantially different from habitual prices.
- in general, it has not performed any action nor contracted any
obligation which could materially vary the situation of the net
assets nor the business perspectives of the Company.
16. ASSETS
16.1 The Company is owner of all its assets, and no purchase option,
encumbrance or charge whatsoever affects the same.
16.2 All Assets which are subject to registration in Public Registers are
duly registered.
17. WORKING CAPITAL AND STOCK
The Company has sufficient working capital for the purposes of continuing
to carry on its business in its present form and at its present level of
turnover for the foreseeable future and for the purposes of executing,
carrying out and fulfilling in accordance with their terms all orders,
projects
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and contractual obligations which have been placed with or undertaken by
the Company.
All the stocks of the Company are in good and marketable condition, and
comply with all the legal requisites applicable to its process and sale.
In particular, goods deposited at the premises of customers, fulfil such
requirements, and the Company possesses sufficient documentation to
support their recovery or payment. Likewise, all stocks in deposit with
customers are in good condition, and no claim may be made with respect to
them.
All the stocks of the Company within its product line are in marketable
conditions and saleable at market price, subject to normal and appropriate
stock provision as stated below.
Due provision has been made in respect of stocks which may be affected by
a loss of value in accordance with current valuation rules, on the basis
of the prudence principle, all consistent with the principles applied in
the accounts of the Company.
The parties agree that an inventory of all the stocks at June 30, 1999
will be done in the company premises, at THE PURCHASER request, being the
PURCHASER able to assist with a representative of Price Waterhouse.
18. ABSENCE OF CONFLICTS
The execution and delivery of this Agreement by the Seller will not
conflict with or result in any breach of, or constitute an event of
default or give rise to a right of termination or accelerate the time for
performance required under any agreement entered into by the Company or
result in the creation or imposition of any lien, charge or encumbrance
upon any assets of the Company or the loss of any right, privilege,
franchise, licence or permit which is material to the business of the
Company or result in the violation by the Company of any applicable writ,
order, injunction or decree of any local, national or supra-national
government or governmental body or of any court of competent jurisdiction
or give rise to or trigger any right of preemption.
19. INSURANCE
The Company has taken out and maintains fire, use and occupancy and other
forms of insurance with reputable and sound insurers covering its property
and assets and protecting its business in amounts and against such losses
and claims as are generally maintained for comparable businesses and
properties and:
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19.1 there are no circumstances which might lead to any liability under
such insurance policies being avoided by the insurers, according to
standards of preventions;
19.2 no material claims have been made under any such insurance policies
which remain outstanding and no event has occurred which may give
rise to a claim;
19.3 such policies of insurance will not lapse on the change of ownership
of participations resulting from the performance of this Agreement.
20. SUFFICIENCY OF ASSETS
The assets and rights of the Company at Signature Date are sufficient to
enable it to continue business as now carried on.
21. PERSONAL OR MOVEABLE PROPERTY
The Company is the owner of all of its personal or moveable property with
good and marketable title thereto free an clear of any lien, charge,
security interest, adverse claim or other encumbrance whatsoever. The uses
to which such personal or moveable property have been put are not in
breach in any material respect of any statute, by-law, ordinance,
regulation or governmental restriction. The Company is not a party to any
conditional sales contract, hire purchase agreement, security agreement or
other title retention agreement.
22. MATERIAL COMMITMENTS AND LIABILITIES
The Company does not have:
22.1. Outstanding borrowing, guarantee, indemnity or indebtedness in the
nature of borrowing including any liability under acceptances (otherwise
than in respect of normal trade bills) or any loans to third parties with
the following exceptions:
The company has granted a loan to French company S.A. DAM, subject to the
following conditions:
Amount of credit: 2,000,000 French Francs.
Destination: Financing of working capital.
Term: Between 31 July 1998 and 31 July 2003 (five-year term), the latter
date being that on which the loan shall be definitively due and payable.
8
19
Nominal interest rate per year is fixed at 5.25% (5.28% TAE). The
interest shall accrue at the end of each month and the monthly amount is
37,971.97 FF.
22.2 mortgage, charge, lien or pledge or any obligation to create a mortgage,
charge, loan or pledge or to secure any obligation or the performance of
an obligation;
22.3 any contract or obligation which cannot readily be performed by it on
time and without exceptional expenditure of money or effort.
23. ACCOUNTS RECEIVABLE
The accounts receivable of the Company are bona fide and collectible within the
usual period for payment without any set-off or other claim.
Client receivable accounts shown as assets in the balance sheet and registered
up to the date hereof correspond to sums truly due from solvent creditors, and
THE SELLERS shall be liable for the solvency of same, except for such creditors
and to the extent for which due provision has been made.
THE SELLERS are not aware of any reason why the level of sales to or purchases
from any such customer or supplier should reduce after closing or why any such
person would not deal with the Company under the new ownership.
The SELLERS represent that the usual average period for payments is 155 days
from date of shipment to customers.
24. INTELLECTUAL AND INDUSTRIAL PROPERTY RIGHTS
The company has no intellectual property rights (trademarks, patents, designs,
commercial names, etc.).
25. REAL PROPERTY LEASE AGREEMENTS
The company does not own any real state. The activity of the company is carried
out in the offices leased by the company, copy of the lease agreement dated 1
March 1999 is attached as APPENDIX 3. The address of such offices is C/ Las
Torres number 58, Sant Joan Despi (Barcelona).
25.1 No event has occurred or right has arisen (whether or not the same has
subsequently lapsed) under a lease agreement of any lease property
entitling the lessor to terminate the same prematurely;
20
25.2 there are no circumstances which would entitle or require any third
person to exercise any power of entry upon or of taking possession
of the whole or part of any property leased by the Company or which
would otherwise restrict or terminate the continued possession or
occupation of any thereof;
25.3 no third party rights are being infringed by the current use of any
property leased by the Company the consequences of which
infringement are material for the Company;
25.4 no repairs to any property leased by the Company are outstanding;
26. CONDITION OF EQUIPMENT, ETC
All stock, facilities, machinery and equipment owned and used by the
Company in connection with its businesses are in good operating
condition, in a state of good repair and maintenance (reasonable wear and
tear excepted) and valued in the Accounts in accordance with generally
accepted accounting principles.
27. CONTRACTS
No contracts has been entered into by the Company in any way other than
in the ordinary course of business (or are known to be likely to result
in a loss on completion of performance) and the Company is not in breach
of any contract.
28. INSIDER CONTRACTS
There is not any material contract or arrangement to which the Company
is, or was, a party and in which the Company or any person beneficially
interested in any part of the share capital of the Company or any
Partner, or director of the Company is, or has been, interested either
directly or indirectly and the Company is not a party to, nor has its
profits or financial position been affected by, any contract or
arrangement which was not of an entirely arm's length nature.
29. INDEBTEDNESS
The Company has not received any notice to repay under any agreement
relating to any borrowing (or indebtedness in the nature of borrowing)
which is repayable on demand; nor has the Company received notice that
there has occurred any event of default under any agreement relating to
any borrowing or indebtedness in the nature or borrowing or other credit
facility to which the Company is a party.
21
30. GUARANTEES
The Company is not a party or bound by any agreement of guarantee,
indemnification, assumption or endorsement or any like commitment of the
obligations, liabilities (contingent or otherwise) or indebtedness.
31. EMPLOYEES, AGENTS AND DIRECTORS
The employees set out in the list of employees of the Company set forth
in APPENDIX 4 hereto are the only employees who have a contract of
employment with the Company. The Company has not entered into any
unusual labour agreements and no pension plans or other plan providing
any retirement benefits or similar rights have been created or entered
into with respect to the employees. The Company is up to date in the
payment of wages.
The company and its officers have complied with all applicable laws and
regulations, including health and safety.
The Company has not entered into any contract or agreement granting a
share of profits to employees, nor has it granted nor guaranteed any
loans in favour of employees.
The Company has not signed any agreements with its employees which
contain special compensation clauses in the event of the resolution of
such contract by the Company. "Special compensation clauses" shall be
deemed to be such clauses which provide for compensation greater than
the minimum established by Law or which, being permitted by Law, provide
for compensation greater than that statutorily payable, in the absence
of an express agreement thereto. Any claim made in this respect shall be
the liability of THE SELLERS.
The said APPENDIX 4 contains the category, salary and other
remunerations together with service and types of contracts of the
employees of the Company. The Company does not have any other corporate
or labour obligations other than those specified in APPENDIX 4 hereto,
to the extent that these are stated in the said Appendix and the balance
sheet closed at 30 May 1999.
The Company is affected the Collective Wage Agreement of the metal
trading, reference D.O:G.C. 30.09.1997. No other collective bargaining
agreement affects the Company's employees.
Attached as APPENDIX 5 are listed all the Company's agents and
distributors, affiliated and non-affiliated, including their commissions
11
22
levied and their periods of service, and no contracts for such agents and
distributors have been granted in writing.
There is not in existence any written or unwritten contract of employment
with a director or an employee of the Company which cannot be terminated by
less than three months notice without giving rise to a claim for damages or
compensation (other than a statutory redundancy payment or statutory
compensation for unfair dismissal). There is not outstanding any agreement
or arrangement to which the Company is a party for profit-sharing or for
payment to any of its directors or employees of bonuses or for incentive
payments or other similar matters. No dispute has arisen within the last
one year between the Company and a material number or category of its
employees. None of the contracts of employment of the employees of the
Company contain terms outside those which would reasonably be regarded as
being granted in the ordinary course of business for the Company.
32. TAX RETURNS AND SOCIAL SECURITY
The Company has duly filed in a timely manner all Tax Returns required to
be filed by it, has made complete and accurate disclosure in such returns
and has paid all Taxes shown on such returns as being due and payable and
has also paid all assessments and re-assessments and all other Taxes,
governmental charges, penalties, interest and fines due and payable by the
Company up to the date hereof. There are no agreements, waivers or other
arrangements providing for an extension of time with respect to the
assessment or re-assessment of Taxes or filing of any Tax Return by or
payment of any Tax by, or levying of any governmental charge against the
Company. There are no actions, audits, assessments, re-assessments, suits,
proceedings, investigations or claims now threatened or pending against the
Company in respect of taxes or governmental charges asserted by any such
authority. The Company has withheld from each payment made by it the amount
of all Taxes and other deductions required to be withheld therefrom and
have paid the same to the proper taxing or other authority within the time
prescribed under any applicable legislation or regulation.
The Company is up to date in respect of all Labour or Social Security
obligations, accrued prior to the date of the present document.
33. SUBSIDIARIES
The Company has no Subsidiaries nor any interest in the participations or
right to participate in the profits or obligation to bear the losses of any
other company, consortium, joint venture or partnership.
12
23
34. MATERIAL DISCLOSURE
All information and circumstances relating to the Company which are
material to be known by a willing purchaser of the Participations have been
accurately and completely disclosed by the Sellers to the Purchaser.
35. CLIENTS
No client of the Company has given any indication to the Seller that they
will or may cease to be a client of the Company by reason of the
transactions anticipated by this Agreement and the Seller has reason to
believe that any client will so cease to be a client.
36. SELLERS CONFLICTS
The Sellers are not involved in any business which is in competition with
that carried out by the Company.
37. REGISTRATION
The Company does not require any specific registration of its products for
its activity.
38. POWERS
The Company has not granted any general powers or specific powers of
attorney other than those set out in Mercantile Register at the Date of the
Signature.
39. BANKS
The credit institutions with which the Company maintains relations as a
client, are set out in APPENDIX 6 hereto, indicating the type or types of
operations contracted, the persons authorized to draw funds and make
decisions, and the amounts of same as of June 30, 1999, and THE SELLERS
state that since these dates, no movements have been made which do not
correspond to normal operations of the activity of the Company.
40. "BONA FIDE"
All the information provided by THE SELLERS has been correct and there has
not been omitted any matter of vital or material importance, which if known
beforehand, would have caused THE PURCHASER not to proceed with this
purchase.
13
24
APPENDIX 2
UNIMAND ESPANA SL
BALANCE SITUATION 31 - 03 - 1999
ASSETS
IMMOBILIZED
ESTABLISHMENT EXPENSES
201. Establishment expenses of the premises
202. Capital amplification expenses
IMMOBILIZED IMMATERIAL
215. Computing applications
281. Accumulated amortization
IMMOBILIZED MATERIAL
226. Furniture
227. Computing equipment
229. Others immobilized
281. Accumulated amortization
239. Advance for immobilized
IMMOBILIZED FINANCIAL
260. Constituted finances
CIRCULATING ASSETS
EXISTENCES
300. Goods
DEBTORS
430. Customers
440. Other debtors
473. Retention and payments
474. Anticipated taxes
TREASURY
566. Factoring SFF deposits
57. Saving funds and banks
TOTAL ASSETS
25
UNIMAND ESPANA SL
BALANCE SITUATION 31 - 03 - 1999
LIABILITIES
OWN FUNDS
100. Capital
121. Results of previous exercises
129. Period results (benefits)
DEBTS TO LONG TERM
160. Loans to long term to the group's companies
DEBTS TO SHORT TERM
400. Suppliers
410. Other creditors
465. Pending remuneration to the personnel
475. Public Treasury fiscal creditor
476. Social Security creditor
521. Expired short term debt
555. Application of pending consignment
TOTAL LIABILITIES
UNIMAND ESPANA S.L.
RESULTS FROM 31 - 03 - 1999
SALES
700. Sales
709. Rapels over the sales
26
SALES COSTS
600. Purchases
608. Purchases devolution
610. Stock changes
GROSS MARGIN
OTHER EXPLOITATION REVENUES
759. Advertising participation
75. Other revenues
PERSONNEL EXPENSES
640. Wages and salaries
642. Social charges
6231. Commissions
EXTERNAL SERVICES
621. Rents
623. Professional services
624. Transports
625. Insurance premiums
626. Banking services
627. Advertising and propaganda
628. Supplies
629. Other expenses (inc. Traveling)
631. Other tributes
EXPLOITATION RESULTS
FINANCIAL REVENUES
769. Financial revenues
768. Positive exchange difference
FINANCIAL EXPENSES
662. Long term debts interests
663. Short term debts interests
664. Consignment expenses and SFF
665. Discounts over sales p.p.
668. Negative exchange difference
669. Other financial expenses
ORDINARY ACTIVITIES RESULT
EXTRAORDINARY REVENUES
EXTRAORDINARY EXPENSES
PERIOD RESULT (BENEFITS)
27
APPENDIX 3
RENTING CONTRACT OF THE BUSINESS PREMISES 6364
RENTING OBJECT
On the premises.....Bajos -1..............approximate area.........250 m2
Placed in.........Calle Las Torres....................Nr. 58
City of ...............San Juan Despi.....Province.........Barcelona
San Juan Despi, March 1, 1999, brought together:
Mr. Francisco Muro born in Valencia, province of Valencia, of __ years of age,
marital status divorced and of profession business manager, resident at Calle
Cadaques, 3 - Gava, with D.N.I. number (ID number) X - 1287463 - S, issued in
Barcelona on July 4, 1997, C.I.F number (Tax code) B60419124, acting as Unimand
Espana S.L.administrator ON A LEASEHOLDER CONCEPT AND,
Mr. Joaquin Jimenez Trivino
Born in Cornella, province Barcelona of 74 years of age, with D.N.I number (ID
number) 36737973, issued in San Feliu de Llobregat on April 23, 1990, C.I.F
number (Tax code) 36737973G as owner,
AGREE ON
1. Renting the premises mentioned above for ONE YEAR, for the price of EIGHTY
FIVE THOUSAND pesetas every month, and also agree on the conditions
explained on the next page attached to this contract, which are part of the
same.
2. This lease is subject to the VAT, and its subscription will include all
those concepts, which integrate the quantity to pay by the leaseholder,
appearing by separate on the rent receipts.
And to put this on record, both parts sign on the indicated place and date.
LEASEHOLDER OWNER
28
ADDITIONAL CONDITIONS ATTACHED TO THE RENTING CONTRACT
On regard to the premises at Bajos Primera on Calle Ls Torres 58, In San Juan
Despi, extended on a contract of the class/ serial number 6346.
1st. The length of the term of this contract is of ONE YEAR, and it will
start from today. After this term of ONE YEAR, the contract will be
automatically considered extended month by month for a maximum of TWELVE MONTHS,
both for leaseholder and owner, as long as any of the parts does not report
anything two months before.
To have the right of the successive extensions, the leaseholder will
have to be up to date with the payment of the rent, and to finish the contract
during the extensions period, the tenant will have to notify in writing his
intentions to the owner and minimum sixty days before.
2nd. Both parts, with the explicit resignation to what it is established
by the article 34 of the L.A.U., the agreement states that after the extinction
of the contract due to the passing of the established period, the tenant will
not have the right to ask the owner for any compensations.
3rd. The premises object of this contract, will be used exclusively to
the DISTRIBUTION OF UNIVERSAL REMOTE CONTROLS. In the case that other activities
are developed, even though similar to the one mentioned, the owner would have
the right to terminate the contract for considering this as an offence.
4th. The object of the renting is exclusively the surface placed within
the wall of the premises, being specially excluded the face, the sides of the
entrance, the attic, the lobby and its stairway. Consequently, the leasing to
which this contract is referred will not give the right to neither enter nor use
the attic or terrace of the property.
5th. In the case of the tenant's decease, the heir or legate that
continues the activity, will be able to have the rights and obligations until
the end of the contract.
Expressly, it will be agreed as an amplification of what it is foreseen
in the article 33 of the L.A.U., that this continuation should be notified on a
irrefutable way to the owner, for his efficiency, within two months after the
date of decease of the leaseholder; and the owner would have the right to rise
the rent on a fifteen percent.
6th. Both parts, with their explicit resignation of what it is
established by the article 31 of the L.A.U, it is agreed that in the case that
the premises is sold as an independent property, the leaseholder will not have
the right to have preference over the purchase of the same.
7th. The tenant, with the explicit resignation of what it is established
by the article 32 of the L.A.U., will be obligated to not to rent entirely or
partially or to hand over the premise rented, without the explicit permission
and in writing of the owner. In the case that the tenant does not carry out this
condition, the owner would be able to terminate the contract.
8th. The leaseholder declares that knows the characteristics and the
conditions of the premises and accepts them; as well as its urbanistic qualities
and the allowed administrative uses.
9th. The purchase, conservation, repair or substitution of the supplies
meters and their consume cost, are the tenant's exclusive responsibility.
The premises are rented in its actual state with the general mains and
connections or existent lines for the supplies available in the building.
The leaseholder will be able to make arrangements with the correspondent supply
companies for all or some of the supplies available in the building.
If modifications are needed in the property or in the rented premises, the
tenant will be entirely in charge of the costs as long as he is interested on
these modifications or in the continuity of a particular supply. Previously he
will have to consult with the owner for his approval and report him about the
project on the changes that may be done or that is being required by the
supplying company.
10th. On the same way the tenant will take care of the costs caused by
damage on glass windows, locks and other implements or tools within the
installations, conservation and repair costs of water, gas, heating, sanitary
and services systems, water heater, TV antenna, particularly drains,
29
blockages, kitchen repairs, sinks, laundry rooms, air conditioning and pipes, as
well as the repair and conservation of blinds. All this as long as these
implements are available in the building.
11th. The owner of the property and its administrator are exempt of all
responsibility of any supply.
12th. The owner will not be held responsible if, for some reason the
competent organizations do not authorize the tenant to open his business. The
correspondent taxes or contribution must be the tenant's responsibility.
13th. If there is no supply of direct water through individual meters,
the administrator in order to precede to authorize such an installation, will
sign on behalf of the tenant's name as many documents as necessary obligating
himself to formalize the correspondent policy, and getting the respective meter.
This installation will be considered as an improvement of the premises.
14th. The leaseholder will be responsible of any damaged caused to
objects or people by the installation of these services on the rented premises.
15th. The tenant will not make alterations of any kind in the premises
without a previous permission of the administrator or the owner. The tenant will
pay the costs of the authorized alterations, and they will be a benefit for the
property, not having the right to any compensation at any moment. The
leaseholder will also pay the costs of the town council permits.
16th. The tenant, with the explicit resignation of what it is
established by the article 21 of the L.A.U., will be responsible of the premises
and he is obliged to its preservation for its right used. This will not give the
right to have any compensation nor to finish the contract during this period nor
to stop or reduce the rent payments.
17th. Both parts, with the explicit resignation to what it is
established by the article 22 and 26 of the L.A.U., agreed that in the case that
the owner wants to make repairs or alterations in the property, this one will
have to notify within three months in advance of his intentions to the
leaseholder. The tenant will not have the right to disagree with the owner
unless he notifies him within a month that these alterations affect him
directly. The tenant will resign to any reduction of the rent affecting the part
of the premises that he cannot use while the alterations are being made and will
not receive any compensation for the costs that will have to carry.
18th. The leaseholder is obliged to:
A) Not installing transmissions, engines, machines etc. that may produce
annoying vibrations to other neighbors of the building or other
buildings in the area, or that may affect the consistency and
preservation of the building.
B) Not to store or manipulate within the premises any kind of explosive,
flammable, uncomfortable or unhealthy materials and will have to
respect the relevant regulations.
C) Allow the access into the premises to the owner, administrator and to
those workers that have been sent for any of them to inspect or
repair damages that could affect the building.
D) In the case that these premises are integrated, within a building, on
a Community Regime of Horizontal Property, the tenant will have to
follow all the statutory rules and the agreements of the Property
Community, in order to use the services and common elements to have a
good relationship with other members of the building
19th. Both parts agree that the total rent, paid by the leaseholder
during the contract period or its extensions, will fit the percentile variations
that take place every year and that are regulated by the national Institute of
Statistics, applying this way over that rent, the percentile which represents
the existent difference between the indexes that correspond to this period.
February 1999 will be the reference month for the application of the first
update and for the following ones the one that corresponds to the last update.
The updated rent will be required to the tenant from the following first month
being this notified by the interested part, mentioning the applied alteration.
In any case the delay of this application will mean that is no longer valid.
20th. The leaseholder is also obliged to:
A) Pay the rent, legal rising and the costs and services of the building
in advance in the administrator's office and within the first seven
days of each agreed period. The rent can be also payable by standing
order, which will be done from a bank or saving fund. The delay on
the payment of the rent will produce automatically interests in favor
of the owner part. These interests are relative to the legal money
interest and to the date from which those debts are current until the
day that these have been paid. All this without counting on
30
judicial or extrajudicial actions that need to be taken to obtain the
performance of the obligations and/ or dismissal which costs will be
carried by the tenant.
B) Pay the costs originated by this same contract such as the stamp,
management, registry, administrator honorary for his work and process
and inscription on the Registry of Property.
C) Pay the increase of the Fire Insurance or Risk fee of the building.
D) Pay the total amount of the real state taxes that belongs to the
rented premises. When this fee is not individualized, it will be
divided in proportion to the surface of each premises.
E) The payment of the VAT (art.11, nr.2, section 2 of the Tax Law
37/1992) and also of the total amount of each rent receipt which
specifies, depending on the legal type applied in its right moment
and automatically, de correspondent VAT fee, which it will be
mentioned apart from other concepts, and being each receipt as an
invoice.
F) By the Real Decreto 113/1998 January 30th., this rent has deductions
depending on the type applied in each moment. The deduction will
mentioned apart from other concepts of the receipt and it will be
paid three -monthly by the leaseholder. The tenant is obliged also to
issue, at the on of each period, a credited certificate of the
deductions and deposits that have been done.
G) Pay, independently of the agree rent, the general costs for the right
preservation of the building, as well as its services, taxes, and
responsibilities that are not individual and that correspond to the
rented premises or its accessories if it has them. This costs, will
be updated every year having repercussions for the leaseholder the
variations that may be performed and that will be specified as a
different concept and apart from the rent, but both included in the
same rent receipt.
21st. The leaseholder will hands over in this act the sum of ONE HUNDRED
AND SIXTY THOUSAND pesetas as deposit concept. The administrator is in charge of
handing over this amount to the owner of the property.
After five years, the deposit will be updated every year, including it into the
amount of the rent that is received every two months. The existence of this
deposit will not be used as an excuse to delay the payment of the rent or any of
the amounts assumed by the tenant.
22nd. Both parts will be able to submit under the supervision of the
correspondent legal organizations, any disagreement, law suit or question that
may occur due to the interpretation of this document, which in this case they
will agree to do what is said by the law.
23rd. The tenant will enjoy of a lack of the rent payment for fifteen
days, from today, as compensation for the alteration work and conditioning of
the premises, which costs are paid by the tenant. These alterations will be a
benefit for the property at the end of the contact, and will not give any right
to the leaseholder to have any kind of compensation for them.
24th. The water and electricity supplies are arranged by the property.
The tenant will be responsible of the consume, maintenance and change of name
costs on behalf of the supplying companies.
25th. The premises, object of this contract, have available lowered kerb
which is legalized. The leaseholder is responsible of the payment of the
correspondent municipal taxes.
San Juan Despi, March 1st, 1999
THE LEASEHOLDER OWNER
31
APPENDIX 4
1. WORKER
2. ANTIQUITY
3. ANNUAL GROSS SALARY:
3.1 SALARY
3.2 EXTRA PAYMENTS
4. SALARY UNTIL 31 - 05 - 99
4.1 PERMANENT
4.2 VARIABLE
4.2.1 COMMISSIONS
4.2.2 ASSISTANCE
4.2.3 LANGUAGES
5. PROFESSIONAL CATEGORIES
5.1 GENERAL MANAGER
5.2 SALESMAN
5.3 OFFICE CLERK
5.4 UPGRADE & EXCHANGE DEPARTMENT
6. CONTRACT TYPE
6.1 INDEFINITE
6.2 INDEFINITE WITH BONUS
6.3 ORDINARY INDEFINITE
APPENDIX 5
NAME
ADDRESS
INITIAL DATE
32
APPENDIX 6
ACCOUNT BALANCE OF UNIMAND ESPANA S.L. JUNE 29, 1999
BANK: CAIXA DE CATALUNYA
SANT JOAN DESPI - VERDAGUER
- ACCOUNT NUMBER 0201063174
5.670.407 PESETAS
- SAVING FUNDS ACCOUNT NUMBER 0101447688
4.844.449 PESETAS
- FACTORCAT ACCOUNT NUMBER 0201163927
327.667 PESETAS
BANK: GENERALE BANK
PASEO DE GRACIA 85
BARCELONA
- ACCOUNT NUMBER 0214001087
659.037 PESETAS
PERSON AUTHORISED: MR. FRANCISCO MURO