EXHIBIT 10.60
2308-97/1179
SHARE PURCHASE- SALE CONTRACT
By and between the undersigned VICTOR ATTIA CATTAN, a male businessman
of legal age, a resident of this city, Panamanian, bearer of personal
identification card No. 3-40-152, acting in his own name and representation, who
shall hereinafter be referred to as SELLER, party of the first part; and DANIEL
HOMSANY GATENO, male Panamanian of legal age, a businessman, a resident of this
city and bearer of personal identification card No. 8-255-185, acting on behalf
and in representation of EZCONY TRADING CORPORATION, S.A., a company duly
incorporated pursuant to the laws of the Republic of Panama and registered in
File 093213, Roll 9061, Image 0025 of the Mercantile Microfilm Section of the
Public Registry, authorized for this act, as evidenced in the minutes of the
competent corporate body of said company, who shall hereinafter be referred to
as BUYER, party of the second part, it has been agreed to enter into a Share
Purchase-Sale Contract, which shall be governed by the following:
CLAUSES:
FIRST: SELLER states and warrants to BUYER:
1. That he is the sole and legitimate owner of TEN (10) common shares with
a par value of ONE THOUSAND DOLLARS (US$1,000) each, which comprise the
entire capital stock of Distribuidora Versalles, S.A. (hereinafter THE
COMPANY).
2. That the shares referred to in item one (1) above are fully paid-in and
issued and that there is no encumbrance or charge over them.
3. That SELLER has free availability of the shares and there is no legal,
conventional, statutory, judicial or other restriction affecting the
free disposal of same.
4. That at this date there is no lawsuit, legal proceeding or trial
against THE COMPANY which has been duly notified to it, initiated by
third parties or any other public officials or entities, that could in
any way adversely affect the business affairs, assets or financial
position of THE COMPANY and that, to the best of its knowledge, there
is moreover no threat of possible lawsuits or claims against it by
third parties.
SECOND: SELLER hereby undertakes to sell and transfer to BUYER one hundred per
cent (100%) of THE COMPANY'S shares, represented by ten Share Certificates from
number one (1) to number ten (10), containing one share each, with a par value
of one thousand dollars (US$1,000) each (hereinafter THE SHARES).
Transfer of THE SHARES shall be effected once SELLER complies with the
conditions contained in Clause Ninth of this Agreement and within the period
therein stipulated, and BUYER complies with its obligations and with payment of
THE SHARES, pursuant to the same Clause Ninth. Once this Clause has been
complied with, SELLER shall deliver to BUYER the respective, duly endorsed share
certificates.
Likewise, the parties agree that transfer of THE SHARES shall be done with no
reservations and will include any rights SELLER may have over the capital of THE
COMPANY, with no reservations or limitations whatsoever.
THIRD: SELLER states that Centauro Internacional, S.A., a company duly
incorporated pursuant to the laws of the Republic of Panama and registered in
File 269150, Roll 37832 and Image 0046, is the holder of credit obligations
originally established in favor of Banco Continental de Panama, S.A. by the
company, ALMACENADORA LAFA, S.A., through Public Writ No. 1770 of April 10,
1995, and which were later assigned to Centauro Internacional, S.A. through
Public Writ No. 3872 of August 1, 1995.
FOURTH: SELLER states that THE COMPANY is the owner of Real Estate Property No.
12449, registered on Roll 16873, Entry 1, Document 1, of the Property Section,
Colon Province and that at the date of signing this agreement, said real estate
is encumbered by mortgage and antichresis in favor of Banco Continental de
Panama, S.A., for the amount of one million two hundred and fifty thousand
dollars (US$1,250,000), which is legal tender of the United States of America;
such encumbrances are collateral for the credit obligations mentioned in Clause
Third.
FIFTH: SELLER states that Bridgeocean Inc., S.A. company owns Real Estate
Property No. 12460, registered on Roll 16890, Entry 1, Document 4; that Ocean
Pavillion Corp., S.A. company owns Real Estate Property 12452, registered on
Roll 16873, Entry 1, Document 2 and that Centauro Internacional, S.A. company
owns Real Estate Property 12459, registered on Roll 16890, Entry 1, Document 3,
all in the Property Section of Colon Province.
Likewise, SELLER states that all real estate mentioned in this Clause are
encumbered with mortgage and antichresis in favor of Banco Continental de
Panama, S.A. for the amount of one million two hundred and fifty thousand
dollars (US$1,250,000), which is legal tender of the United States of America;
such encumbrances are collateral for the credit obligations contained in Clause
Third.
SIXTH: SELLER states that, on July 20, 1994, THE COMPANY entered into a Lease
Agreement for Lot No. 458 with the Colon Free Zone and BUYER hereby accepts
transfer of all rights and obligations contained in said Agreement.
SEVENTH: SELLER states that except for the provisions of clauses Fourth and
Sixth of this Agreement, THE COMPANY shall be free of all liabilities pending
payment. The parties also state that any liabilities or obligations THE COMPANY
may have arising from events or omissions prior to the signing of this Agreement
shall be assumed by SELLER.
EIGHTH: BUYER shall receive the duly endorsed Share Certificates referred to in
Clause Second of this Agreement for the overall price of TWO HUNDRED THOUSAND
DOLLARS (US$200,000), legal tender of the United States of America, at the rate
of TWENTY THOUSAND DOLLARS (US$20,000), legal tender of the United States of
America, per share, after the conditions set out in Clause Ninth are complied
with.
NINTH: BUYER shall be under the obligation to pay SELLER the sum stated in the
preceding Clause, once the mortgage and antichresis are removed from Farm 12459,
registered in Roll 16890, Entry 1, Document 3, property of Centauro
Internacional, S.A.; once the mortgage and antichresis are removed from Real
Estate Property 12449, registered in Roll 16873, Entry 1, Document 1, property
of THE COMPANY; once the mortgage and antichresis are removed from Real Estate
Property 12460, registered in Roll 16890, Entry 1, Document 4, property of
Bridgeocean Inc., S.A.; once the mortgage and antichresis are removed from Real
Estate Property 12452, registered in Roll 16873, Entry 1, Document 2, property
of Ocean Pavillion Corp., S.A., all from the Property Section of Colon Province;
once any other encumbrances or limitations to control of title are removed over
said real estate, all of which are obligations for the account of SELLER, and
once the first mortgage and antichresis on the aforementioned Real Estate are
registered by BUYER in favor of Banco Exterior, by virtue of the mortgage loan
which this banking institution shall grant to BUYER. The necessary steps and
registration of this latter loan are part of the obligations of BUYER.
BUYER shall have until September thirtieth (30), 1997, to comply with its
obligations according to this Clause. Thirty (30) days after the date on which
SELLER fulfilled its commitments, the obligations provided in this Clause for
BUYER shall become enforceable.
Upon signing this Agreement, BUYER delivers to SELLER and the latter
acknowledges receipt to its full satisfaction an irrevocable promise of payment
by Banco Exterior in
favor of SELLER in the amount of ONE HUNDRED AND FIFTY THOUSAND DOLLARS
(US$150,000), which is legal tender of the United States of America, which shall
remain valid at least until October thirtieth (30) of this year and which will
be subject to the removal of mortgage and antichresis that encumber the real
estate property mentioned in the first paragraph of this Clause in favor of
Banco Continental de Panama, S.A., the removal of any other encumbrances or
limitations to control of title that may encumber said real estate property and
the subsequent registration of the respective mortgages and antichresis of these
real estate properties in favor of Banco Exterior.
The remaining FIFTY THOUSAND DOLLARS (US$50,000), legal tender of the United
States of America, shall be paid directly by BUYER to SELLER, once the
conditions of the preceding paragraph have been met.
TENTH: BUYER recognizes that THE COMPANY is the potential beneficiary of the
acknowledgement of credit from the Colon Free Zone, for the costs incurred in
developing infrastructure in this international trade area (streets, sidewalks,
drainage, sanitation and rainwater systems, sewage and street lighting).
BUYER undertakes to pay Cohen and Attia Internaconal (sic) S.A. company the
amount of TWENTY-NINE THOUSAND TWO HUNDRED DOLLARS (US$29,200), legal tender of
the United States of America, after the Administration of the Colon Free Zone
agrees to enter into a Lease-Back Agreement with THE COMPANY, after the
Agreement enters into effect and after the benefit of the credit can be deducted
from THE COMPANY's rental payment to the Colon Free Zone by virtue of the Lease
Agreement for the Lot referred to in Clause Sixth of this Agreement, or by
virtue of any other lease Agreement entered into in future by THE COMPANY and
the Colon Free Zone.
The obligation to carry out all administrative steps to obtain the Lease-Back
Agreement from the Administration of the Colon Free Zone pertains to SELLER, who
shall act on
behalf of THE COMPANY in this effort. Notwithstanding this, BUYER shall
cooperate in every way to comply with this objective.
If for any reason not due to causes attributable to BUYER, the Administration of
the Colon Free Zone fails to grant the Lease-Back Agreement to THE COMPANY, the
latter may act against SELLER to recover the sums owing THE COMPANY by the
Administration of the Colon Free Zone.
Immediately upon SELLER's payment to BUYER of the full amount mentioned in the
preceding paragraph, it may initiate the claim or claims it deems advisable on
behalf of THE COMPANY to obtain the Lease-Back Agreement from the Colon Free
Zone.
ELEVENTH: SELLER delivers to BUYER and the latter acknowledges receipt to its
satisfaction of the following documents:
a. Public Writ No. 206 of January 15, 1993.
b. Public Writ No. 29 of January 11, 1996.
c. Public Writ No. 858 of December 20, 1994.
d. Stock Register of Distribuidora Versalles, S.A.
e. Minute Book of Distribuidora Versalles, S.A.
f. Lease Agreement for Lot No. 458, entered into with the Colon Free Zone.
TWELFTH: SELLER states and warrants to BUYER, as follows:
1. That as evidenced in the Public Registry, Microfilm Section
(Commercial), File 269174, Roll 37834, Image 0002, THE COMPANY has been
duly registered.
2. That THE COMPANY has capital stock of ten (10) shares with a par value
of ONE THOUSAND DOLLARS (US$1,000), legal tender of the United States
of America, each.
3. That the whole of THE COMPANY's capital is composed of ten (10)
certificates pertaining to one (1) share each, identified with numbers
from one (1) to ten (10), which account for one hundred per cent (100%)
of shares authorized, issued and outstanding, all of which belong to
SELLER.
4. That THE SHARES have been duly issued and are the exclusive property of
SELLER.
5. That SELLER may freely dispose of THE SHARES and that same are free of
any encumbrance and charge.
6. That THE SHARES have not been issued in violation of the rights of
other shareholders or third parties.
7. That no options of any kind exist or have been conferred by assignors,
nor warranties, agreements, requirements, commitments or suits pending
of any kind in which SELLER is involved, that may in any way have
restricted the transfer of THE SHARES or which may in any way affect
them. It likewise warrants that no obligations exist in THE COMPANY
that are convertible into shares.
8. That the transfer of THE SHARES comprises the dividends earned and not
distributed.
9. That no lawsuit or claim exists or is expected, nor any other manner of
judicial or administrative action against THE COMPANY for events or
omissions occurring prior to the signing of this Agreement.
10. THE COMPANY's accounting records and Financial Statements reflect the
current economic situation of THE COMPANY.
11. That all information given by SELLER to BUYER in relation to THE
COMPANY is true, correct, accurate and faithful.
THIRTEENTH: In the event that any of the statements or warranties contained in
clauses First, Sixth, Seventh or Twelfth of this Agreement, SELLER shall answer
to BUYER, in line with the provisions which follow:
1. BUYER shall notify SELLER in writing of any fact it may learn of and as
a result of which any statements or warranties made in the
aforementioned clauses are or may be inaccurate, as well as any court
or out-of-court claim formulated against THE COMPANY, which refers to
the warranties or statements in question or is based on events or
omissions occurring prior to the signing of this Agreement.
2. Within the fifteen (15) days following receipt of notice as described
in the preceding clause, SELLER may determine whether the claim in
question is valid or unfounded. If SELLER does not transmit to BUYER in
writing and in a timely fashion, its opinion on the validity of a given
claim, BUYER shall assume that same is valid and if it deems it
advisable, shall pay and attempt to recover payment from SELLER.
3. Assuming that SELLER feels that the claim referred to in the preceding
clause has no merits, SELLER shall notify THE COMPANY in writing so
that it may refrain from paying the obligation in question. In this
case, BUYER shall cause THE COMPANY to grant to SELLER or a person
designated by the latter the necessary powers and attributes so that
SELLER may, at its own expense and on behalf of its principal, put in a
defense against the claim and assert the exceptions or arguments which
it may consider appropriate.
4. SELLER shall compensate THE COMPANY for any damages caused to it by
virtue of inaccuracy in the statements or warranties mentioned in this
clause, as
well as for judicial or out-of-court claims made against THE COMPANY,
based on such statements or warranties, and those based on events or
omissions occurring prior to the signing of this Agreement.
FOURTEENTH: Each party shall cover its lawyers' fees. Notarial and other costs
incurred in order to formalize the Agreement shall be for the account of BUYER.
FIFTEENTH: The parties agree that any differences or disputes that may arise
between them in relation to compliance, application, interpretation or
termination of this Agreement shall be resolved by means of arbitration
according to the rules set out in the Judicial Code of the Republic of Panama.
SIXTEENTH: Any notice given by one party to the other in relation to this
Agreement shall be given in writing to the following addresses:
TO BUYER: Apartado Postal 3247, Zona Libre de Colon, Republica de Panama.
Telephone: 441-6566. Telefax: 441-1860.
TO SELLER: Apartado Postal 4060, Zona Libre de Colon, Republica de Panama.
Telephone: 445-3100. Telefax: 441-4238.
IN WITNESS OF FULL AGREEMENT WITH ALL OF THE ABOVE, both parties sign this
agreement in two identical copies, in Panama City, on the second (2) day of the
month of September, nineteen hundred and ninety-seven (1997).
SELLER BUYER
(signed) (signed)
VICTOR ATTIA CATTAN EZCONY TRADING CORPORATION
Identity Card 3-40-152. Daniel Homsany Gateno
Identity Card 8-255-185
NOEMI MORENO ALBA, Notary Public, Tenth Circuit, Panama, Identity Card 7-37-78,
DOES HEREBY CERTIFY: that the signatures of VICTOR ATTIA CATTAN and DANIEL
HOMSANY GATENO have been recognized as their own by the parties signing this
document; consequently, they are genuine signatures.
Panama, September 3, 1997.
(There are two illegible signatures described as): Witness, Witness.
(signed, illegible) NOEMI MORENO ALBA, Tenth Notary Public.
2308-97/1180
SHARE PURCHASE- SALE CONTRACT
By and between the undersigned VICTOR ATTIA CATTAN, a male businessman
of legal age, a resident of this city, Panamanian, bearer of personal
identification card No. 3-40-152, acting in his own name and representation, who
shall hereinafter be referred to as SELLER, party of the first part; and DANIEL
HOMSANY GATENO, male Panamanian of legal age, a businessman, a resident of this
city and bearer of personal identification card No. 8-255-185, acting on behalf
and in representation of EZCONY TRADING CORPORATION, S.A., a company duly
incorporated pursuant to the laws of the Republic of Panama and registered in
File 093213, Roll 9061, Image 0025 of the Mercantile Microfilm Section of the
Public Registry, authorized for this act, as evidenced in the minutes of the
competent corporate body of said company, who shall hereinafter be referred to
as BUYER, party of the second part, it has been agreed to enter into a Share
Purchase-Sale Contract, which shall be governed by the following:
CLAUSES:
FIRST: SELLER states and warrants to BUYER:
1. That he is the sole and legitimate owner of TEN (10) common shares with
a par value of ONE THOUSAND DOLLARS (US$1,000) each, which comprise the
entire capital stock of Bridgeocean Inc., S.A. (hereinafter THE
COMPANY).
2. That the shares referred to in item one (1) above are fully paid-in and
issued and that there is no encumbrance or charge over them.
3. That SELLER has free availability of the shares and there is no legal,
conventional, statutory, judicial or other restriction affecting the
free disposal of same.
4. That at this date there is no lawsuit, legal proceeding or trial
against THE COMPANY which has been duly notified to it, initiated by
third parties or any other public officials or entities, that could in
any way adversely affect the business affairs, assets or financial
position of THE COMPANY and that, to the best of its knowledge, there
is moreover no threat of possible lawsuits or claims against it by
third parties.
SECOND: SELLER hereby undertakes to sell and transfer to BUYER one hundred per
cent (100%) of THE COMPANY'S shares, represented by ten Share Certificates from
number one (1) to number ten (10), containing one share each, with a par value
of one thousand dollars (US$1,000) each (hereinafter THE SHARES).
Transfer of THE SHARES shall be effected once SELLER complies with the
conditions contained in Clause Ninth of this Agreement and within the period
therein stipulated, and BUYER complies with its obligations and with payment of
THE SHARES, pursuant to the same Clause Ninth. Once this Clause has been
complied with, SELLER shall deliver to BUYER the respective, duly endorsed share
certificates.
Likewise, the parties agree that transfer of THE SHARES shall be done with no
reservations and will include any rights SELLER may have over the capital of THE
COMPANY, with no reservations or limitations whatsoever.
THIRD: SELLER states that Centauro Internacional, S.A., a company duly
incorporated pursuant to the laws of the Republic of Panama and registered in
File 269150, Roll 37832 and Image 0046, is the holder of credit obligations
originally established in favor of Banco Continental de Panama, S.A. by the
company, ALMACENADORA LAFA, S.A., through Public Writ No. 1770 of April 10,
1995, and which were later assigned to Centauro Internacional, S.A. through
Public Writ No. 3872 of August 1, 1995.
FOURTH: SELLER states that THE COMPANY is the owner of Real Estate Property No.
12460, registered on Roll 16890, Entry 1, Document 4, of the Property Section,
Colon Province and that at the date of signing this agreement, said real estate
is encumbered by mortgage and antichresis in favor of Banco Continental de
Panama, S.A., for the amount of one million two hundred and fifty thousand
dollars (US$1,250,000), which is legal tender of the United States of America;
such encumbrances are collateral for the credit obligations mentioned in Clause
Third.
FIFTH: SELLER states that Distribuidora Versailles, S.A. company owns Real
Estate Property No. 12449, registered on Roll 16873, Entry 1, Document 1; that
Ocean Pavillion Corp., S.A. company owns Real Estate Property 12452, registered
on Roll 16873, Entry 1, Document 2 and that Centauro Internacional, S.A. company
owns Real Estate Property 12459, registered on Roll 16890, Entry 1, Document 3,
all in the Property Section of Colon Province.
Likewise, SELLER states that all real estate mentioned in this Clause are
encumbered with mortgage and antichresis in favor of Banco Continental de
Panama, S.A. for the amount of one million two hundred and fifty thousand
dollars (US$1,250,000), which is legal tender of the United States of America;
such encumbrances are collateral for the credit obligations contained in Clause
Third.
SIXTH: SELLER states that, on July 20, 1994, THE COMPANY entered into a Lease
Agreement for Lot No. 462 with the Colon Free Zone and BUYER hereby accepts
transfer of all rights and obligations contained in said Agreement.
SEVENTH: SELLER states that except for the provisions of clauses Fourth and
Sixth of this Agreement, THE COMPANY shall be free of all liabilities pending
payment. The parties also state that any liabilities or obligations THE COMPANY
may have arising from events or omissions prior to the signing of this Agreement
shall be assumed by SELLER.
EIGHTH: BUYER shall receive the duly endorsed Share Certificates referred to in
Clause Second of this Agreement for the overall price of TWO HUNDRED THOUSAND
DOLLARS (US$200,000), legal tender of the United States of America, at the rate
of TWENTY THOUSAND DOLLARS (US$20,000), legal tender of the United States of
America, per share, after the conditions set out in Clause Ninth are complied
with.
NINTH: BUYER shall be under the obligation to pay SELLER the sum stated in the
preceding Clause, once the mortgage and antichresis are removed from Farm 12459,
registered in Roll 16890, Entry 1, Document 3, property of Centauro
Internacional, S.A.; once the mortgage and antichresis are removed from Real
Estate Property 12449, registered in Roll 16873, Entry 1, Document 1, property
of Distribuidora Versailles, S.A.; once the mortgage and antichresis are removed
from Real Estate Property 12460, registered in Roll 16890, Entry 1, Document 4,
property of THE COMPANY; once the mortgage and antichresis are removed from Real
Estate Property 12452, registered in Roll 16873, Entry 1, Document 2, property
of Ocean Pavillion Corp., S.A., all from the Property Section of Colon Province;
once any other encumbrances or limitations to control of title are removed over
said real estate, all of which are obligations for the account of SELLER, and
once the first mortgage and antichresis on the aforementioned Real Estate are
registered by BUYER in favor of Banco Exterior, by virtue of the mortgage loan
which this banking institution shall grant to BUYER. The necessary steps and
registration of this latter loan are part of the obligations of BUYER.
BUYER shall have until September thirtieth (30), 1997, to comply with its
obligations according to this Clause. Thirty (30) days after the date on which
SELLER fulfilled its commitments, the obligations provided in this Clause for
BUYER shall become enforceable.
Upon signing this Agreement, BUYER delivers to SELLER and the latter
acknowledges receipt to its full satisfaction an irrevocable promise of payment
by Banco Exterior in
favor of SELLER in the amount of ONE HUNDRED AND FIFTY THOUSAND DOLLARS
(US$150,000), which is legal tender of the United States of America, which shall
remain valid at least until October thirtieth (30) of this year and which will
be subject to the removal of mortgage and antichresis that encumber the real
estate property mentioned in the first paragraph of this Clause in favor of
Banco Continental de Panama, S.A., the removal of any other encumbrances or
limitations to control of title that may encumber said real estate property and
the subsequent registration of the respective mortgages and antichresis of these
real estate properties in favor of Banco Exterior.
The remaining FIFTY THOUSAND DOLLARS (US$50,000), legal tender of the United
States of America, shall be paid directly by BUYER to SELLER, once the
conditions of the preceding paragraph have been met.
TENTH: BUYER recognizes that THE COMPANY is the potential beneficiary of the
acknowledgement of credit from the Colon Free Zone, for the costs incurred in
developing infrastructure in this international trade area (streets, sidewalks,
drainage, sanitation and rainwater systems, sewage and street lighting).
BUYER undertakes to pay Cohen and Attia Internaconal (sic) S.A. company the
amount of TWENTY-NINE THOUSAND TWO HUNDRED DOLLARS (US$29,200), legal tender of
the United States of America, after the Administration of the Colon Free Zone
agrees to enter into a Lease-Back Agreement with THE COMPANY, after the
Agreement enters into effect and after the benefit of the credit can be deducted
from THE COMPANY's rental payment to the Colon Free Zone by virtue of the Lease
Agreement for the Lot referred to in Clause Sixth of this Agreement, or by
virtue of any other lease Agreement entered into in future by THE COMPANY and
the Colon Free Zone.
The obligation to carry out all administrative steps to obtain the Lease-Back
Agreement from the Administration of the Colon Free Zone pertains to SELLER, who
shall act on
behalf of THE COMPANY in this effort. Notwithstanding this, BUYER shall
cooperate in every way to comply with this objective.
If for any reason not due to causes attributable to BUYER, the Administration of
the Colon Free Zone fails to grant the Lease-Back Agreement to THE COMPANY, the
latter may act against SELLER to recover the sums owing THE COMPANY by the
Administration of the Colon Free Zone.
Immediately upon SELLER's payment to BUYER of the full amount mentioned in the
preceding paragraph, it may initiate the claim or claims it deems advisable on
behalf of THE COMPANY to obtain the Lease-Back Agreement from the Colon Free
Zone.
ELEVENTH: SELLER delivers to BUYER and the latter acknowledges receipt to its
satisfaction of the following documents:
a. Public Writ No. 209 of January 15, 1993.
b. Public Writ No. 28 of January 11, 1996.
c. Public Writ No. 857 of December 20, 1994.
d. Stock Register of Bridgeocean Inc. S.A.
e. Minute Book of Bridgeocean Inc. S.A.
f. Lease Agreement for Lot No. 462, entered into with the Colon Free Zone.
TWELFTH: SELLER states and warrants to BUYER, as follows:
1. That as evidenced in the Public Registry, Microfilm Section
(Commercial), File 269129, Roll 37831, Image 0002, THE COMPANY has been
duly registered.
2. That THE COMPANY has capital stock of ten (10) shares with a par value
of ONE THOUSAND DOLLARS (US$1,000), legal tender of the United States
of America, each.
3. That the whole of THE COMPANY's capital is composed of ten (10)
certificates pertaining to one (1) share each, identified with numbers
from one (1) to ten (10), which account for one hundred per cent (100%)
of shares authorized, issued and outstanding, all of which belong to
SELLER.
4. That THE SHARES have been duly issued and are the exclusive property of
SELLER.
5. That SELLER may freely dispose of THE SHARES and that same are free of
any encumbrance and charge.
6. That THE SHARES have not been issued in violation of the rights of
other shareholders or third parties.
7. That no options of any kind exist or have been conferred by assignors,
nor warranties, agreements, requirements, commitments or suits pending
of any kind in which SELLER is involved, that may in any way have
restricted the transfer of THE SHARES or which may in any way affect
them. It likewise warrants that no obligations exist in THE COMPANY
that are convertible into shares.
8. That the transfer of THE SHARES comprises the dividends earned and not
distributed.
9. That no lawsuit or claim exists or is expected, nor any other manner of
judicial or administrative action against THE COMPANY for events or
omissions occurring prior to the signing of this Agreement.
10. THE COMPANY's accounting records and Financial Statements reflect the
current economic situation of THE COMPANY.
11. That all information given by SELLER to BUYER in relation to THE
COMPANY is true, correct, accurate and faithful.
THIRTEENTH: In the event that any of the statements or warranties contained in
clauses First, Sixth, Seventh or Twelfth of this Agreement, SELLER shall answer
to BUYER, in line with the provisions which follow:
1. BUYER shall notify SELLER in writing of any fact it may learn of and as
a result of which any statements or warranties made in the
aforementioned clauses are or may be inaccurate, as well as any court
or out-of-court claim formulated against THE COMPANY, which refers to
the warranties or statements in question or is based on events or
omissions occurring prior to the signing of this Agreement.
2. Within the fifteen (15) days following receipt of notice as described
in the preceding clause, SELLER may determine whether the claim in
question is valid or unfounded. If SELLER does not transmit to BUYER in
writing and in a timely fashion, its opinion on the validity of a given
claim, BUYER shall assume that same is valid and if it deems it
advisable, shall pay and attempt to recover payment from SELLER.
3. Assuming that SELLER feels that the claim referred to in the preceding
clause has no merits, SELLER shall notify THE COMPANY in writing so
that it may refrain from paying the obligation in question. In this
case, BUYER shall cause THE COMPANY to grant to SELLER or a person
designated by the latter the necessary powers and attributes so that
SELLER may, at its own expense and on behalf of its principal, put in a
defense against the claim and assert the exceptions or arguments which
it may consider appropriate.
4. SELLER shall compensate THE COMPANY for any damages caused to it by
virtue of inaccuracy in the statements or warranties mentioned in this
clause, as
well as for judicial or out-of-court claims made against THE COMPANY,
based on such statements or warranties, and those based on events or
omissions occurring prior to the signing of this Agreement.
FOURTEENTH: Each party shall cover its lawyers' fees. Notarial and other costs
incurred in order to formalize the Agreement shall be for the account of BUYER.
FIFTEENTH: The parties agree that any differences or disputes that may arise
between them in relation to compliance, application, interpretation or
termination of this Agreement shall be resolved by means of arbitration
according to the rules set out in the Judicial Code of the Republic of Panama.
SIXTEENTH: Any notice given by one party to the other in relation to this
Agreement shall be given in writing to the following addresses:
TO BUYER: Apartado Postal 3247, Zona Libre de Colon, Republica de Panama.
Telephone: 441-6566. Telefax: 441-1860.
TO SELLER: Apartado Postal 4060, Zona Libre de Colon, Republica de Panama.
Telephone: 445-3100. Telefax: 441-4238.
IN WITNESS OF FULL AGREEMENT WITH ALL OF THE ABOVE, both parties sign this
agreement in two identical copies, in Panama City, on the second (2) day of the
month of September, nineteen hundred and ninety-seven (1997).
SELLER BUYER
(signed) (signed)
VICTOR ATTIA CATTAN EZCONY TRADING CORPORATION
Identity Card 3-40-152. Daniel Homsany Gateno
Identity Card 8-255-185
NOEMI MORENO ALBA, Notary Public, Tenth Circuit, Panama, Identity Card 7-37-78,
DOES HEREBY CERTIFY: that the signatures of VICTOR ATTIA CATTAN and DANIEL
HOMSANY GATENO have been recognized as their own by the parties signing this
document; consequently, they are genuine signatures.
Panama, September 3, 1997.
(There are two illegible signatures described as): Witness, Witness.
(signed, illegible) NOEMI MORENO ALBA, Tenth Notary Public.
2308-97/1181
SHARE PURCHASE- SALE CONTRACT
By and between the undersigned VICTOR ATTIA CATTAN, a male businessman
of legal age, a resident of this city, Panamanian, bearer of personal
identification card No. 3-40-152, acting in his own name and representation, who
shall hereinafter be referred to as SELLER, party of the first part; and DANIEL
HOMSANY GATENO, male Panamanian of legal age, a businessman, a resident of this
city and bearer of personal identification card No. 8-255-185, acting on behalf
and in representation of EZCONY TRADING CORPORATION, S.A., a company duly
incorporated pursuant to the laws of the Republic of Panama and registered in
File 093213, Roll 9061, Image 0025 of the Mercantile Microfilm Section of the
Public Registry, authorized for this act, as evidenced in the minutes of the
competent corporate body of said company, who shall hereinafter be referred to
as BUYER, party of the second part, it has been agreed to enter into a Share
Purchase-Sale Contract, which shall be governed by the following:
CLAUSES:
FIRST: SELLER states and warrants to BUYER:
1. That he is the sole and legitimate owner of TEN (10) common shares with
a par value of ONE THOUSAND DOLLARS (US$1,000) each, which comprise the
entire capital stock of Centauro Internacional, S.A. (hereinafter THE
COMPANY).
2. That the shares referred to in item one (1) above are fully paid-in and
issued and that there is no encumbrance or charge over them.
3. That SELLER has free availability of the shares and there is no legal,
conventional, statutory, judicial or other restriction affecting the
free disposal of same.
4. That at this date there is no lawsuit, legal proceeding or trial
against THE COMPANY which has been duly notified to it, initiated by
third parties or any other public officials or entities, that could in
any way adversely affect the business affairs, assets or financial
position of THE COMPANY and that, to the best of its knowledge, there
is moreover no threat of possible lawsuits or claims against it by
third parties.
SECOND: SELLER hereby undertakes to sell and transfer to BUYER one hundred per
cent (100%) of THE COMPANY'S shares, represented by ten Share Certificates from
number one (1) to number ten (10), containing one share each, with a par value
of one thousand dollars (US$1,000) each (hereinafter THE SHARES).
Transfer of THE SHARES shall be effected once SELLER complies with the
conditions contained in Clause Ninth of this Agreement and within the period
therein stipulated, and BUYER complies with its obligations and with payment of
THE SHARES, pursuant to the same Clause Ninth. Once this Clause has been
complied with, SELLER shall deliver to BUYER the respective, duly endorsed share
certificates.
Likewise, the parties agree that transfer of THE SHARES shall be done with no
reservations and will include any rights SELLER may have over the capital of THE
COMPANY, with no reservations or limitations whatsoever.
THIRD: SELLER states that THE COMPANY is the holder of credit obligations
originally established in favor of Banco Continental de Panama, S.A. by the
company, ALMACENADORA LAFA, S.A., through Public Writ No. 1770 of April 10,
1995, and which were later assigned to THE COMPANY through Public Writ No. 3872
of August 1, 1995.
FOURTH: SELLER states that THE COMPANY is the owner of Real Estate Property No.
12459, registered on Roll 16890, Entry 1, Document 3, of the Property Section,
Colon Province and that at the date of signing this agreement, said real estate
is encumbered by mortgage and antichresis in favor of Banco Continental de
Panama, S.A., for the amount of one million two hundred and fifty thousand
dollars (US$1,250,000), which is legal tender of the United States of America;
such encumbrances are collateral for the credit obligations mentioned in Clause
Third.
FIFTH: SELLER states that Distribuidora Versalles, S.A. company owns Real Estate
Property No. 12449, registered on Roll 16873, Entry 1, Document 1; that
Bridgeocean Inc. company owns Real Estate Property 12460, registered on Roll
16890, Entry 1, Document 4, and that Ocean Pavillion Corp., S.A. company owns
Real Estate Property 12452, registered on Roll 16873, Entry 1, Document 2, all
in the Property Section of Colon Province.
Likewise, SELLER states that all real estate mentioned in this Clause are
encumbered with mortgage and antichresis in favor of Banco Continental de
Panama, S.A. for the amount of one million two hundred and fifty thousand
dollars (US$1,250,000), which is legal tender of the United States of America;
such encumbrances are collateral for the credit obligations contained in Clause
Third.
SIXTH: SELLER states that, on July 20, 1994, THE COMPANY entered into a Lease
Agreement for Lot No. 463 with the Colon Free Zone and BUYER hereby accepts
transfer of all rights and obligations contained in said Agreement.
SEVENTH: SELLER states that except for the provisions of clauses Third, Fourth
and Sixth of this Agreement, THE COMPANY shall be free of all liabilities
pending payment. The parties also state that any liabilities or obligations THE
COMPANY may have arising from events or omissions prior to the signing of this
Agreement shall be assumed by SELLER.
EIGHTH: BUYER shall receive the duly endorsed Share Certificates referred to in
Clause Second of this Agreement for the overall price of ONE MILLION ONE HUNDRED
THOUSAND DOLLARS (US$1,100,000), legal tender of the United States of America,
at the rate of ONE HUNDRED AND TEN THOUSAND DOLLARS (US$110,000), legal tender
of the United States of America, per share, after the conditions set out in
Clause Ninth are complied with.
NINTH: BUYER shall be under the obligation to pay SELLER the sum stated in the
preceding Clause, once the mortgage and antichresis are removed from Farm 12459,
registered in Roll 16890, Entry 1, Document 3, property of Centauro
Internacional, S.A. company; once the mortgage and antichresis are removed from
Real Estate Property 12449, registered in Roll 16873, Entry 1, Document 1,
property of Distribuidora Versalles S.A. company; once the mortgage and
antichresis are removed from Real Estate Property 12460, registered in Roll
16890, Entry 1, Document 4, property of Bridgeocean Inc., S.A. company; once the
mortgage and antichresis are removed from Real Estate Property 12452, registered
in Roll 16873, Entry 1, Document 2, property of Ocean Pavillion Corp., S.A.
company, all from the Property Section of Colon Province; once any other
encumbrances or limitations to control of title are removed over said real
estate, all of which are obligations for the account of SELLER, and once the
first mortgage and antichresis on the aforementioned Real Estate are registered
by BUYER in favor of Banco Exterior, by virtue of the mortgage loan which this
banking institution shall grant to BUYER. The necessary steps and registration
of this latter loan are part of the obligations of BUYER.
BUYER shall have until September thirtieth (30), 1997, to comply with its
obligations according to this Clause. Thirty (30) days after the date on which
SELLER fulfilled its commitments, the obligations provided in this Clause for
BUYER shall become enforceable.
Upon signing this Agreement, BUYER delivers to SELLER and the latter
acknowledges receipt to its full satisfaction an irrevocable promise of payment
by Banco Exterior in favor of SELLER in the amount of ONE HUNDRED AND FIFTY
THOUSAND DOLLARS (US$150,000.00), which is legal tender of the United States of
America, which shall remain valid at least until October thirtieth (30) of this
year and which will be subject to the removal of mortgage and antichresis that
encumber the real estate property mentioned in the first paragraph of this
Clause in favor of Banco Continental de Panama, S.A., the removal of any other
encumbrances or limitations to control of title that may encumber said real
estate property and the subsequent registration of the respective mortgages and
antichresis of these real estate properties in favor of Banco Exterior.
Upon signing this Agreement, BUYER delivers to SELLER and the latter
acknowledges receipt to its full satisfaction an irrevocable promise of payment
by Banco Exterior in favor of Banco Continental de Panama, S.A. in the amount of
NINE HUNDRED THOUSAND DOLLARS (US$900,000.00), which is legal tender of the
United States of America, which shall remain valid at least until October
thirtieth (30) of this year and which will be subject to the removal of mortgage
and antichresis that encumber the real estate property mentioned in the first
paragraph of this Clause in favor of Banco Continental de Panama, S.A., the
removal of any other encumbrances or limitations to control of title that may
encumber said real estate property and the subsequent registration of the
respective mortgages and antichresis of these real estate properties in favor of
Banco Exterior.
The remaining FIFTY THOUSAND DOLLARS (US$50,000), legal tender of the United
States of America, shall be paid directly by BUYER to SELLER, once the mortgage
and antichresis encumbrances over the Real Estate Properties mentioned in the
first paragraph of this Clause in favor of Banco Continental de Panama, S.A. are
removed; any other encumbrances or ownership limitations which may exist on said
Real Estate Properties are removed, and the first mortgages and antichresis on
the above mentioned Real Estate Properties are registered in favor of Banco
Exterior.
The parties agree that, in the event the NINE HUNDRED THOUSAND DOLLARS
(US$900,000.00), legal tender of the United States of America, mentioned in the
fourth paragraph of this Clause, prove to be insufficient to cover credit
obligations included in Clause Third of the present Contract, BUYER may order
Banco Exterior to issue an irrevocable IOU in favor of Banco Continental de
Panama, S.A. BUYER will deduct any balance which in fulfillment of this
provision Banco Exterior pays Banco Continental de Panama, S.A. from the FIFTY
THOUSAND DOLLARS (US$50,000.00) which BUYER must pay directly to SELLER.
TENTH: BUYER recognizes that THE COMPANY is the potential beneficiary of the
acknowledgement of credit from the Colon Free Zone, for the costs incurred in
developing infrastructure in this international trade area (streets, sidewalks,
drainage, sanitation and rainwater systems, sewage and street lighting).
BUYER undertakes to pay Cohen and Attia Internaconal (sic) S.A. company the
amount of TWENTY-NINE THOUSAND TWO HUNDRED DOLLARS (US$29,200), legal tender of
the United States of America, after the Administration of the Colon Free Zone
agrees to enter into a Lease-Back Agreement with THE COMPANY, after the
Agreement enters into effect and after the benefit of the credit can be deducted
from THE COMPANY's rental payment to the Colon Free Zone by virtue of the Lease
Agreement for the Lot referred to in Clause Sixth of this Agreement, or by
virtue of any other lease Agreement entered into in future by THE COMPANY and
the Colon Free Zone.
The obligation to carry out all administrative steps to obtain the Lease-Back
Agreement from the Administration of the Colon Free Zone pertains to SELLER, who
shall act on behalf of THE COMPANY in this effort. Notwithstanding this, BUYER
shall cooperate in every way to comply with this objective.
If for any reason not due to causes attributable to BUYER, the Administration of
the Colon Free Zone fails to grant the Lease-Back Agreement to THE COMPANY, the
latter may act against SELLER to recover the sums owing THE COMPANY by the
Administration of the Colon Free Zone.
Immediately upon SELLER's payment to BUYER of the full amount mentioned in the
preceding paragraph, it may initiate the claim or claims it deems advisable on
behalf of THE COMPANY to obtain the Lease-Back Agreement from the Colon Free
Zone.
ELEVENTH: SELLER delivers to BUYER and the latter acknowledges receipt to its
satisfaction of the following documents:
a. Public Writ No. 204 of January 15, 1993.
b. Public Writ No. 843 of December 16, 1994.
c. Public Writ No. 3872 of August 1, 1995.
d. Stock Register of Centauro Internacional, S.A.
e. Minute Book of Centauro Internacional, S.A.
f. Lease Agreement for Lot No. 463, entered into with the Colon Free Zone.
TWELFTH: SELLER states and warrants to BUYER, as follows:
1. That as evidenced in the Public Registry, Microfilm Section
(Commercial), File 269150, Roll 37832, Image 0046, THE COMPANY has been
duly registered.
2. That THE COMPANY has capital stock of ten (10) shares with a par value
of ONE THOUSAND DOLLARS (US$1,000.00), legal tender of the United
States of America, each.
3. That the whole of THE COMPANY's capital is composed of ten (10)
certificates pertaining to one (1) share each, identified with numbers
from one (1) to ten (10),
which account for one hundred per cent (100%) of shares authorized,
issued and outstanding, all of which belong to SELLER.
4. That THE SHARES have been duly issued and are the exclusive property of
SELLER.
5. That SELLER may freely dispose of THE SHARES and that same are free of
any encumbrance and charge.
6. That THE SHARES have not been issued in violation of the rights of
other shareholders or third parties.
7. That no options of any kind exist or have been conferred by assignors,
nor warranties, agreements, requirements, commitments or suits pending
of any kind in which SELLER is involved, that may in any way have
restricted the transfer of THE SHARES or which may in any way affect
them. It likewise warrants that no obligations exist in THE COMPANY
that are convertible into shares.
8. That the transfer of THE SHARES comprises the dividends earned and not
distributed.
9. That no lawsuit or claim exists or is expected, nor any other manner of
judicial or administrative action against THE COMPANY for events or
omissions occurring prior to the signing of this Agreement.
10. THE COMPANY's accounting records and Financial Statements reflect the
current economic situation of THE COMPANY.
11. That all information given by SELLER to BUYER in relation to THE
COMPANY is true, correct, accurate and faithful.
THIRTEENTH: In the event that any of the statements or warranties contained in
clauses First, Sixth, Seventh or Twelfth of this Agreement shall be found to be
inaccurate, SELLER shall answer to BUYER, in line with the provisions which
follow:
1. BUYER shall notify SELLER in writing of any fact it may learn of and as
a result of which any statements or warranties made in the
aforementioned clauses are or may be inaccurate, as well as any court
or out-of-court claim formulated against THE COMPANY, which refers to
the warranties or statements in question or is based on events or
omissions occurring prior to the signing of this Agreement.
2. Within the fifteen (15) days following receipt of notice as described
in the preceding clause, SELLER may determine whether the claim in
question is valid or unfounded. If SELLER does not transmit to BUYER in
writing and in a timely fashion, its opinion on the validity of a given
claim, BUYER shall assume that same is valid and if it deems it
advisable, shall pay and attempt to recover payment from SELLER.
3. Assuming that SELLER feels that the claim referred to in the preceding
clause has no merits, SELLER shall notify THE COMPANY in writing so
that it may refrain from paying the obligation in question. In this
case, BUYER shall cause THE COMPANY to grant to SELLER or a person
designated by the latter the necessary powers and attributes so that
SELLER may, at its own expense and on behalf of its principal, put in a
defense against the claim and assert the exceptions or arguments which
it may consider appropriate.
4. SELLER shall compensate THE COMPANY for any damages caused to it by
virtue of inaccuracy in the statements or warranties mentioned in this
clause, as well as for judicial or out-of-court claims made against THE
COMPANY, based
on such statements or warranties, and those based on events or
omissions occurring prior to the signing of this Agreement.
FOURTEENTH: Each party shall cover its lawyers' fees. Notarial and other costs
incurred in order to formalize the Agreement shall be for the account of BUYER.
FIFTEENTH: The parties agree that any differences or disputes that may arise
between them in relation to compliance, application, interpretation or
termination of this Agreement shall be resolved by means of arbitration
according to the rules set out in the Judicial Code of the Republic of Panama.
SIXTEENTH: Any notice given by one party to the other in relation to this
Agreement shall be given in writing to the following addresses:
TO BUYER: Apartado Postal 3247, Zona Libre de Colon, Republica de Panama.
Telephone: 441-6566. Telefax: 441-1860.
TO SELLER: Apartado Postal 4060, Zona Libre de Colon, Republica de Panama.
Telephone: 445-3100. Telefax: 441-4238.
IN WITNESS OF FULL AGREEMENT WITH ALL OF THE ABOVE, both parties sign this
agreement in two identical copies, in Panama City, on the second (2) day of the
month of September, nineteen hundred and ninety-seven (1997).
SELLER BUYER
(signed) (signed)
VICTOR ATTIA CATTAN EZCONY TRADING CORPORATION
Identity Card 3-40-152. Daniel Homsany Gateno
Identity Card 8-255-185
NOEMI MORENO ALBA, Notary Public, Tenth Circuit, Panama, Identity Card 7-37-78,
DOES HEREBY CERTIFY: that the signatures of VICTOR ATTIA CATTAN and DANIEL
HOMSANY GATENO have been recognized as their own by the parties signing this
document; consequently, they are genuine signatures.
Panama, September 3, 1997.
(There are two illegible signatures described as): Witness, Witness.
(signed, illegible) NOEMI MORENO ALBA, Tenth Notary Public.
2308-97/1182
SHARE PURCHASE- SALE CONTRACT
By and between the undersigned VICTOR ATTIA CATTAN, a male businessman
of legal age, a resident of this city, Panamanian, bearer of personal
identification card No. 3-40-152, acting in his own name and representation, who
shall hereinafter be referred to as SELLER, party of the first part; and DANIEL
HOMSANY GATENO, male Panamanian of legal age, a businessman, a resident of this
city and bearer of personal identification card No. 8-255-185, acting on behalf
and in representation of EZCONY TRADING CORPORATION, S.A., a company duly
incorporated pursuant to the laws of the Republic of Panama and registered in
File 093213, Roll 9061, Image 0025 of the Mercantile Microfilm Section of the
Public Registry, authorized for this act, as evidenced in the minutes of the
competent corporate body of said company, who shall hereinafter be referred to
as BUYER, party of the second part, it has been agreed to enter into a Share
Purchase-Sale Contract, which shall be governed by the following:
CLAUSES:
FIRST: SELLER states and warrants to BUYER:
1. That he is the sole and legitimate owner of TEN (10) common shares with
a par value of ONE THOUSAND DOLLARS (US$1,000) each, which comprise the
entire capital stock of Ocean Pavillion Corp., S.A. (hereinafter THE
COMPANY).
2. That the shares referred to in item one (1) above are fully paid-in and
issued and that there is no encumbrance or charge over them.
3. That SELLER has free availability of the shares and there is no legal,
conventional, statutory, judicial or other restriction affecting the
free disposal of same.
4. That at this date there is no lawsuit, legal proceeding or trial
against THE COMPANY which has been duly notified to it, initiated by
third parties or any other public officials or entities, that could in
any way adversely affect the business affairs, assets or financial
position of THE COMPANY and that, to the best of its knowledge, there
is moreover no threat of possible lawsuits or claims against it by
third parties.
SECOND: SELLER hereby undertakes to sell and transfer to BUYER one hundred per
cent (100%) of THE COMPANY'S shares, represented by ten Share Certificates from
number one (1) to number ten (10), containing one share each, with a par value
of one thousand dollars (US$1,000) each (hereinafter THE SHARES).
Transfer of THE SHARES shall be effected once SELLER complies with the
conditions contained in Clause Ninth of this Agreement and within the period
therein stipulated, and BUYER complies with its obligations and with payment of
THE SHARES, pursuant to the same Clause Ninth. Once this Clause has been
complied with, SELLER shall deliver to BUYER the respective, duly endorsed share
certificates.
Likewise, the parties agree that transfer of THE SHARES shall be done with no
reservations and will include any rights SELLER may have over the capital of THE
COMPANY, with no reservations or limitations whatsoever.
THIRD: SELLER states that Centauro Internacional, S.A., a company duly
incorporated pursuant to the laws of the Republic of Panama and registered in
File 269150, Roll 37832 and Image 0046, is the holder of credit obligations
originally established in favor of Banco Continental de Panama, S.A. by the
company, ALMACENADORA LAFA, S.A., through Public Writ No. 1770 of April 10,
1995, and which were later assigned to Centauro Internacional, S.A. through
Public Writ No. 3872 of August 1, 1995.
FOURTH: SELLER states that THE COMPANY is the owner of Real Estate Property No.
12452, registered on Roll 16873, Entry 1, Document 2, of the Property Section,
Colon Province and that at the date of signing this agreement, said real estate
is encumbered by mortgage and antichresis in favor of Banco Continental de
Panama, S.A., for the amount of one million two hundred and fifty thousand
dollars (US$1,250,000.00), which is legal tender of the United States of
America; such encumbrances are collateral for the credit obligations mentioned
in Clause Third.
FIFTH: SELLER states that Bridgeocean Inc., S.A. company owns Real Estate
Property No. 12460, registered on Roll 16890, Entry 1, Document 4; that
Distribuidora Versalles, S.A. company owns Real Estate Property 12449,
registered on Roll 16873, Entry 1, Document 1 and that Centauro Internacional,
S.A. company owns Real Estate Property 12459, registered on Roll 16890, Entry 1,
Document 3, all in the Property Section of Colon Province.
Likewise, SELLER states that all real estate mentioned in this Clause are
encumbered with mortgage and antichresis in favor of Banco Continental de
Panama, S.A. for the amount of one million two hundred and fifty thousand
dollars (US$1,250,000), which is legal tender of the United States of America;
such encumbrances are collateral for the credit obligations contained in Clause
Third.
SIXTH: SELLER states that, on July 20, 1994, THE COMPANY entered into a Lease
Agreement for Lot No. 464 with the Colon Free Zone and BUYER hereby accepts
transfer of all rights and obligations contained in said Agreement.
SEVENTH: SELLER states that except for the provisions of clauses Fourth and
Sixth of this Agreement, THE COMPANY shall be free of all liabilities pending
payment. The parties also state that any liabilities or obligations THE COMPANY
may have arising from events or omissions prior to the signing of this Agreement
shall be assumed by SELLER.
EIGHTH: BUYER shall receive the duly endorsed Share Certificates referred to in
Clause Second of this Agreement for the overall price of TWO HUNDRED THOUSAND
DOLLARS (US$200,000), legal tender of the United States of America, at the rate
of TWENTY THOUSAND DOLLARS (US$20,000), legal tender of the United States of
America, per share, after the conditions set out in Clause Ninth are complied
with.
NINTH: BUYER shall be under the obligation to pay SELLER the sum stated in the
preceding Clause, once the mortgage and antichresis are removed from Farm 12459,
registered in Roll 16890, Entry 1, Document 3, property of Centauro
Internacional, S.A.; once the mortgage and antichresis are removed from Real
Estate Property 12449, registered in Roll 16873, Entry 1, Document 1, property
of Distribuidora Versailles, S.A.; once the mortgage and antichresis are removed
from Real Estate Property 12460, registered in Roll 16890, Entry 1, Document 4,
property of Bridgeocean Inc., S.A. company; once the mortgage and antichresis
are removed from Real Estate Property 12452, registered in Roll 16873, Entry 1,
Document 2, property of THE COMPANY, all from the Property Section of Colon
Province; once any other encumbrances or limitations to control of title are
removed over said real estate, all of which are obligations for the account of
SELLER, and once the first mortgage and antichresis on the aforementioned Real
Estate are registered by BUYER in favor of Banco Exterior, by virtue of the
mortgage loan which this banking institution shall grant to BUYER. The necessary
steps and registration of this latter loan are part of the obligations of BUYER.
BUYER shall have until September thirtieth (30), 1997, to comply with its
obligations according to this Clause. Thirty (30) days after the date on which
SELLER fulfilled its commitments, the obligations provided in this Clause for
BUYER shall become enforceable.
Upon signing this Agreement, BUYER delivers to SELLER and the latter
acknowledges receipt to its full satisfaction an irrevocable promise of payment
by Banco Exterior in
favor of SELLER in the amount of ONE HUNDRED AND FIFTY THOUSAND DOLLARS
(US$150,000), which is legal tender of the United States of America, which shall
remain valid at least until October thirtieth (30) of this year and which will
be subject to the removal of mortgage and antichresis that encumber the real
estate property mentioned in the first paragraph of this Clause in favor of
Banco Continental de Panama, S.A., the removal of any other encumbrances or
limitations to control of title that may encumber said real estate property and
the subsequent registration of the respective mortgages and antichresis of these
real estate properties in favor of Banco Exterior.
The remaining FIFTY THOUSAND DOLLARS (US$50,000), legal tender of the United
States of America, shall be paid directly by BUYER to SELLER, once the
conditions of the preceding paragraph have been met.
TENTH: BUYER recognizes that THE COMPANY is the potential beneficiary of the
acknowledgement of credit from the Colon Free Zone, for the costs incurred in
developing infrastructure in this international trade area (streets, sidewalks,
drainage, sanitation and rainwater systems, sewage and street lighting).
BUYER undertakes to pay Cohen and Attia Internaconal (sic) S.A. company the
amount of TWENTY-NINE THOUSAND TWO HUNDRED DOLLARS (US$29,200), legal tender of
the United States of America, after the Administration of the Colon Free Zone
agrees to enter into a Lease-Back Agreement with THE COMPANY, after the
Agreement enters into effect and after the benefit of the credit can be deducted
from THE COMPANY's rental payment to the Colon Free Zone by virtue of the Lease
Agreement for the Lot referred to in Clause Sixth of this Agreement, or by
virtue of any other lease Agreement entered into in future by THE COMPANY and
the Colon Free Zone.
The obligation to carry out all administrative steps to obtain the Lease-Back
Agreement from the Administration of the Colon Free Zone pertains to SELLER, who
shall act on
behalf of THE COMPANY in this effort. Notwithstanding this, BUYER shall
cooperate in every way to comply with this objective.
If for any reason not due to causes attributable to BUYER, the Administration of
the Colon Free Zone fails to grant the Lease-Back Agreement to THE COMPANY, the
latter may act against SELLER to recover the sums owing THE COMPANY by the
Administration of the Colon Free Zone.
Immediately upon SELLER's payment to BUYER of the full amount mentioned in the
preceding paragraph, it may initiate the claim or claims it deems advisable on
behalf of THE COMPANY to obtain the Lease-Back Agreement from the Colon Free
Zone.
ELEVENTH: SELLER delivers to BUYER and the latter acknowledges receipt to its
satisfaction of the following documents:
a. Public Writ No. 208 of January 15, 1993.
b. Public Writ No. 25 of January 11, 1996.
c. Public Writ No. 852 of December 20, 1994.
d. Stock Register of Ocean Pavillion Corp., S.A.
e. Minute Book of Ocean Pavillion Corp., S.A.
f. Lease Agreement for Lot No. 464, entered into with the Colon Free Zone.
TWELFTH: SELLER states and warrants to BUYER, as follows:
1. That as evidenced in the Public Registry, Microfilm Section
(Commercial), File 269151, Roll 37832, Image 0054, THE COMPANY has been
duly registered.
2. That THE COMPANY has capital stock of ten (10) shares with a par value
of ONE THOUSAND DOLLARS (US$1,000), legal tender of the United States
of America, each.
3. That the whole of THE COMPANY's capital is composed of ten (10)
certificates pertaining to one (1) share each, identified with numbers
from one (1) to ten (10), which account for one hundred per cent (100%)
of shares authorized, issued and outstanding, all of which belong to
SELLER.
4. That THE SHARES have been duly issued and are the exclusive property of
SELLER.
5. That SELLER may freely dispose of THE SHARES and that same are free of
any encumbrance and charge.
6. That THE SHARES have not been issued in violation of the rights of
other shareholders or third parties.
7. That no options of any kind exist or have been conferred by assignors,
nor warranties, agreements, requirements, commitments or suits pending
of any kind in which SELLER is involved, that may in any way have
restricted the transfer of THE SHARES or which may in any way affect
them. It likewise warrants that no obligations exist in THE COMPANY
that are convertible into shares.
8. That the transfer of THE SHARES comprises the dividends earned and not
distributed.
9. That no lawsuit or claim exists or is expected, nor any other manner of
judicial or administrative action against THE COMPANY for events or
omissions occurring prior to the signing of this Agreement.
10. THE COMPANY's accounting records and Financial Statements reflect the
current economic situation of THE COMPANY.
11. That all information given by SELLER to BUYER in relation to THE
COMPANY is true, correct, accurate and faithful.
THIRTEENTH: In the event that any of the statements or warranties contained in
clauses First, Sixth, Seventh or Twelfth of this Agreement shall be found to be
inaccurate, SELLER shall answer to BUYER, in line with the provisions which
follow:
1. BUYER shall notify SELLER in writing of any fact it may learn of and as
a result of which any statements or warranties made in the
aforementioned clauses are or may be inaccurate, as well as any court
or out-of-court claim formulated against THE COMPANY, which refers to
the warranties or statements in question or is based on events or
omissions occurring prior to the signing of this Agreement.
2. Within the fifteen (15) days following receipt of notice as described
in the preceding clause, SELLER may determine whether the claim in
question is valid or unfounded. If SELLER does not transmit to BUYER in
writing and in a timely fashion, its opinion on the validity of a given
claim, BUYER shall assume that same is valid and if it deems it
advisable, shall pay and attempt to recover payment from SELLER.
3. Assuming that SELLER feels that the claim referred to in the preceding
clause has no merits, SELLER shall notify THE COMPANY in writing so
that it may refrain from paying the obligation in question. In this
case, BUYER shall cause THE COMPANY to grant to SELLER or a person
designated by the latter the necessary powers and attributes so that
SELLER may, at its own expense and on behalf of its principal, put in a
defense against the claim and assert the exceptions or arguments which
it may consider appropriate.
4. SELLER shall compensate THE COMPANY for any damages caused to it by
virtue of inaccuracy in the statements or warranties mentioned in this
clause, as
well as for judicial or out-of-court claims made against THE COMPANY,
based on such statements or warranties, and those based on events or
omissions occurring prior to the signing of this Agreement.
FOURTEENTH: Each party shall cover its lawyers' fees. Notarial and other costs
incurred in order to formalize the Agreement shall be for the account of BUYER.
FIFTEENTH: The parties agree that any differences or disputes that may arise
between them in relation to compliance, application, interpretation or
termination of this Agreement shall be resolved by means of arbitration
according to the rules set out in the Judicial Code of the Republic of Panama.
SIXTEENTH: Any notice given by one party to the other in relation to this
Agreement shall be given in writing to the following addresses:
TO BUYER: Apartado Postal 3247, Zona Libre de Colon, Republica de Panama.
Telephone: 441-6566. Telefax: 441-1860.
TO SELLER: Apartado Postal 4060, Zona Libre de Colon, Republica de Panama.
Telephone: 445-3100. Telefax: 441-4238.
IN WITNESS OF FULL AGREEMENT WITH ALL OF THE ABOVE, both parties sign this
agreement in two identical copies, in Panama City, on the second (2) day of the
month of September, nineteen hundred and ninety-seven (1997).
SELLER BUYER
(signed) (signed)
VICTOR ATTIA CATTAN EZCONY TRADING CORPORATION
Identity Card 3-40-152. Daniel Homsany Gateno
Identity Card 8-255-185
NOEMI MORENO ALBA, Notary Public, Tenth Circuit, Panama, Identity Card 7-37-78,
DOES HEREBY CERTIFY: that the signatures of VICTOR ATTIA CATTAN and DANIEL
HOMSANY GATENO have been recognized as their own by the parties signing this
document; consequently, they are genuine signatures.
Panama, September 3, 1997.
(There are two illegible signatures described as): Witness, Witness.
(signed, illegible) NOEMI MORENO ALBA, Tenth Notary Public.