EXHIBIT 10.61
REPUBLIC OF PANAMA Real Estate: 13919
Code: 3001
EIGHT NOTARY OF THE CIRCUIT (illegible): 23326
PANAMA PROVINCE Document No. 4
(illegible)
LIC. DIOMEDES EDGARDO CERRUD AYALA
NOTARY PUBLIC
Edificio Torre Cosmos Telephones: 213-8028
Planta Baja - Area Bancaria 264-6270
Apartado 6-6937 264-3676
El Dorado, Panama Fax: 264-3506
Cellular: 612-5656
COPY
WRIT No. 6874 OF JULY 28, 1997
CONTENTS: Whereby the company CONSORCIO PARA EL DESARROLLO DE FOLK RIVER, S.A.
(COFRISA) and the company EZCONY TRADING CORP. enter into a Purchase
and Sale Agreement.
REPUBLIC OF PANAMA
NOTARIED DOCUMENT
(SEAL)
EIGHTH NOTARY OF THE PANAMA CIRCUIT
* * * * *
PUBLIC WRIT NUMBER SIX THOUSAND EIGHT HUNDRED AND SEVENTY-FOUR
6874
Whereby the company CONSORCIO PARA EL DESARROLLO DE FOLK RIVER, S.A. (COFRISA)
and the company EZCONY TRADING CORP. enter into a Purchase and Sale Agreement.
Panama, July 28, 1997.
In Panama City, Capital of the Republic of Panama and Head of the Notarial
Circuit of the same name, on the twenty-eighth (28th) day of the month of July,
nineteen hundred and ninety-seven (1997), before me, DIOMEDES EDGARDO CERRUD
AYALA, Eighth Notary Public of the Notarial Circuit of Panama, bearer of
personal identification card No. Eight - one hundred and seventy-one - three
hundred and one (8-171-301), personally came Mr. GUILLERMO VAN HOORDE GRAJALES,
a Panamanian male of legal age, married, a resident of this city, bearer of
personal identification card number Eight - one hundred and eighty-nine - seven
hundred and eighty (8-189-780), acting on behalf and in representation of the
company, CONSORCIO PARA EL DESARROLLO DE FOLK RIVER, S.A. (COFRISA), duly
registered in file Zero six two three one five (062315), roll Four eight zero
five (4805), image Zero one seven two (0172) of the Microfilm Section
(Commercial) of the Public Registry, authorized for this act by the minutes of
the Board of Directors as transcribed at the end of this public document and
which forms an integral part of same, party of the one part, who shall
hereinafter be referred to as SELLER; and DAVID D'JEMAL HOMSANY, a Panamanian
male of legal age, married, bearer of personal identification card number Eight-
two hundred and five - nine hundred and thirty-four (8-205-934), acting in his
capacity as Secretary of the company EZCONY TRADING CORP., a company duly
registered in file nine three two one three (93213), roll
nine zero six one (9061), image two five (25) of the Microfilm Section
(Commercial) of the Public Registry, duly authorized for this act by the minutes
of a Special Stockholders' Meeting of the aforementioned company which is
transcribed at the end of this writ and which forms an integral part of same,
who shall hereinafter be referred to as BUYER, party of the second part; I
witness that I know these persons and that they requested me to certify by means
of public writ the Purchase and Sale Agreement they are entering into under the
following terms and conditions: FIRST: SELLER states that it owns Real Estate
Property number one three nine one nine (13919, duly registered in Code three
zero zero one (3001), Roll two three zero zero nine (23009), Complementary
Document one (1) of the Property Section of Colon Province of the Public
Registry, which consists in place of business 09-15, Edificio COFRISA number
nine (9), whose area, measurements and limits are stated in the Public Registry.
SECOND: SELLER states that sells in real and effective fashion to BUYER Real
Property number one three nine one nine (13919), described in the preceding
clause, for the amount of FIVE HUNDRED AND EIGHTY-NINE THOUSAND DOLLARS AND NO
CENTS (US$589,000.00), legal tender of the United States of America, of which
amount SELLER states it has already received to its entire satisfaction FIVE
HUNDRED AND THIRTY THOUSAND DOLLARS AND NO CENTS (US$530,000.00), legal tender
of the United States of America, and BUYER hereby undertakes to pay SELLER the
remaining portion, that is, the amount of FIFTY-NINE THOUSAND DOLLARS AND NO
CENTS (US$59,000.00), legal tender of the United States of America, at the time
of signing this public instrument by means of cashiers' check favor of SELLER.
THIRD: SELLER states that the sale of Real Property number one three nine one
nine (13919), whose data are found in this document, is done free of
encumbrances, save for legal ones and it undertakes to remedy such in case of
eviction. FOURTH: The parties state that legal and notarial expenses caused by
this writ, as well as Public Registry registration fees, shall be for the
account of BUYER. FIFTH: BUYER states that it accepts the sale made to it by
SELLER in the terms described in this agreement. MINUTES OF THE MEETING OF THE
BOARD OF DIRECTORS OF CONSORCIO PARA EL DESARROLLO DE FOLK RIVER, S.A.
(COFRISA). In Panama City, Republic of Panama, at nine in the
morning (9:00 a.m.) on the twenty-fifth (25th) day of July, nineteen hundred and
ninety-seven (1997), at the company's corporate headquarters, a meeting of the
Board of Directors of CONSORCIO PARA EL DESARROLLO DE FOLK RIVER, S.A. (COFRISA)
was held. The following directors were present: JUAN DAVID MORGAN, Secretary of
the company, acting in his own name and in representation of EDUARDO MORGAN,
JR., Vice President, duly authorized for this act; MITSUO SAKA, Deputy, and
GUILLERMO VAN HOORDE GRAJALES, Treasurer. In the President's absence, GUILLERMO
VAN HOORDE GRAJALES acted as Ad-Hoc President of the meeting, and Juan David
Morgan, Secretary, acted as such. There being the regulatory quorum for a
meeting to take place and agreements to be arrived at, the directors agreed to
hold the meeting. The Ad-Hoc President announced that the purpose of the meeting
was to authorize the sale of Real Estate Property number one three nine one nine
(13919), duly registered in Code three zero zero one (3001), Roll two three zero
zero nine (23009), Complementary document one (1) of the Property Section of
Colon Province of the Public Registry, to the company EZCONY TRADING CORP. A
motion was duly made, seconded and unanimously approved. It was resolved: "To
authorize Mr. Guillermo Van Hoorde Grajales, Director-Treasurer of the company,
to transfer title in the way of a sale to the company, EZCONY TRADING CORP., to
Real Estate Property number one three nine one nine (13919), duly registered in
Code three zero zero one (3001), Roll two three zero zero nine (23009),
Complementary Document one (1) of the Property Section of Colon Province of the
Public Registry for the amount of FIVE HUNDRED AND EIGHTY-NINE THOUSAND DOLLARS
AND NO CENTS (US$589,000.00), legal tender of the United States of America. Mr.
Van Hoorde Grajales is hereby authorized to sign the documents and writs that
may be necessary for completing the transaction." There being no other matter to
discuss, the meeting was closed at ten in the morning (10:00 a.m.) of the same
day. (Signed) Guillermo Van Hoorde Grajales, Ad-Hoc President. Juan David
Morgan, Secretary. CERTIFICATE. The undersigned Secretary of the company
CONSORCIO PARA EL DESARROLLO DE FOLK RIVER, S.A. (COFRISA) CERTIFIES: 1. That on
the twenty-fifth (25) day of July, 1997, a meeting of the Board of Directors was
held. 2. That there was the necessary quorum at such meeting to adopt
resolutions. 3. That the above is a true copy of the original Minutes. In
testimony of which I sign this Certificate. Given on July twenty-fifth (25),
1997. (Signed) Juan David Morgan, Secretary. MINUTES OF THE SPECIAL STOCKHOLDERS
MEETING OF THE COMPANY EZCONY TRADING CORP.
In Panama City, Republic of Panama, at ten in the morning (10:00 a.m.) on July
twenty-fifth (25), nineteen hundred and ninety-seven (1997), A Special
Stockholders' Meeting of the company EZCONY TRADING CORP, took place.
The meeting was presided by Mr. EZRA COHEN YITZAKI, President of the company and
Mr. David D'Jemal Homsany, Secretary of the company, took the minutes. The
President stated that the whole of the company's shares issued and outstanding
being represented, summons could be waived and there being the regulatory
quorum, the meeting could proceed to deal with any matter placed before it. The
President announced that the reason for the meeting was to authorize the
purchase from CONSORCIO PARA EL DESARROLLO DE FOLK RIVER, S.A. (COFRISA) of Real
Estate Property number one three nine one nine (13919), duly registered in Code
three zero zero one (3001), Roll two three zero zero nine (23009), Complementary
Document one (1) of the Property Section of Colon Province of the Public
Registry. A motion was duly made, seconded and unanimously approved. It was
resolved "To authorize Mr. David D'Jemal Homsany, Secretary of the Company, to
sign on behalf of the company such public and private documents as may be
necessary in order to purchase from the company CONSORCIO PARA EL DESARROLLO DE
FOLK RIVER, S.A. (COFRISA), Real Estate Property number one three nine one nine
(13919), duly registered in Code three zero zero one (3001), Roll two three zero
zero nine (23009), Complementary Document one (1) of the Property Section of
Colon Province of the Public Registry for the amount of FIVE HUNDRED AND
EIGHTY-NINE THOUSAND DOLLARS AND NO CENTS (US$589,000.00), legal tender of the
United States of America, of which amount FIVE HUNDRED AND THIRTY THOUSAND
DOLLARS AND NO CENTS (US$530,000.00), legal tender of the United States of
America, has already been paid to SELLER. There being no other matter to
discuss, the meeting was closed at eleven in the morning (11:00 a.m.) of the
same day. (Signed) Ezra Cohen Yitzaki, President. David
D'Jemal Homsany, Secretary. CERTIFICATE: The undersigned Secretary of the
company EZCONY TRADING CORP. CERTIFIES: 1. That on the twenty-fifth (25) day of
July, 1997, a Special Stockholders Meeting was held. 2. That the necessary
quorum to adopt resolutions was present at the meeting. 3. That the above is a
true copy of the original Minutes. In testimony of which, I sign this
Certificate. Given on the twenty-fifth (25th) day of July, 1997. David D'Jemal
Homsany, Secretary. These minutes have been countersigned by Lic. Enrique A.
Jimenez, Jr. of the law firm Morgan & Morgan. (Signed) Enrique A. Jimenez, Jr.
The undersigned Notary Public certifies that by virtue of this Agreement, Real
Property Sales Tax has been paid according to law one hundred and six (106) of
December thirtieth, nineteen hundred and seventy-four (1974), amended by Law
thirty-one (31) of December thirtieth, nineteen hundred and ninety-one (1991),
according to voucher of the General Income Directorate, dated August eighteenth
(18), nineteen hundred and ninety-seven (1997), in the amount of eleven thousand
seven hundred and eighty and no cents (US$11,780.00), legal tender of the United
States of America. The Notary Public likewise points out that Clearance of Real
Property number two zero one three nine one (201391) for Real Property number
one three nine one nine (13919), valid until August thirty-first (31), nineteen
hundred and ninety-seven (1997). The Notary Public advises that a copy of this
instrument should be registered; it was read to those in attendance before the
attesting witnesses: QUIBIAN TERIBE PANAY GONZALEZ, a male and bearer of
personal identification card number eight - five hundred and twelve - six
hundred and seventy-five (8-512-675) and OLGA AMAYA VDA. DE HERRERA, a female
and bearer of personal identification card number three - twenty-five- nine
hundred and eighteen (3-25-918), both of legal age, Panamanian citizens and
residents of this city, whom I know and who are capable of carrying out this
act. It was found acceptable, they approved it and all signed as testimony
before me, the certifying Notary Public. THIS WRIT BEARS NUMBER SIX THOUSAND
EIGHT HUNDRED AND SEVENTY-FOUR.
6874
(Signed) Guillermo Van Hoorde Grajales, David D'Jemal Homsany, Quibia Teribe
Panay Gonzalez, Olga Amaya Vda. de Herrera, DIOMEDES EDGARDO CERRUD AYALA,
Eighth Notary Public of the Panama Circuit. This copy which I hereby issue and
sign and on which I stamp my seal agrees with the original, in Panama City,
Republic of Panama, on the twenty-eight (28) day of the month of July, nineteen
hundred and ninety-seven (1997).
(Signed)
DIOMEDES EDGARDO CERRUD AYALA
Eighth Notary Public.
OFFICE OF THE PUBLIC REGISTRY
PANAMA.
We submit this document at 11:13:26.3 on August 19, 1997, Volume 258, Page
(blank), Entry 11034 of the Daily Record of GABRIEL MATOS, Head of Record.
Fees, B/ 1,416. Registration number 897112742.
(Signed illegibly)
PANAMA REPUBLIC OF PANAMA
(SEAL)
The above document was registered in the Public Registry, Property Section,
Colon Province, Real Property 13919, Code 3001, Roll 23326, Complementary
Document No. 4. Entry 2 - Purchase & Sale. Fees B/ 1,180. Panama August 28,
1997.
The Head Registrar
(signed illegibly).
REPUBLIC OF PANAMA
MINISTRY OF FINANCE AND TREASURY
GENERAL INCOME DIRECTORATE (DGI)
SINGLE ANNUAL COMPANY TAX
(LAW No. 1 of February 28, 1985)
No. 468879
Registration Number: Roll/Volume 9061. Image/Page 25. File/Entry 93213. DV 0 2.
Name of company: EZCONY TRADING CORPORATION. Name of legal representative:
MOISES EZRA COHEN. I.D. card N-16-236. Name of resident agent: EDMOND ESPINOSA,
I.D. card 4-95-420. Incorporated according to the Laws of the Country: Panama
(checked) Other countries (blank). Date of Public Registry registration: day 6
month 7 year 1982.
Formalization according to public writ No. 6781.
Period covered by payment: year 1996 to 1997. (N.T. Other years are blank.) For
use by DGI: Payment valid until month 10 day 6 year 1997. Amount 150.
We hereby swear under solemn oath and with full knowledge of the sanctions
imposed by Article 752 of the Fiscal Code that all information herein contained
is correct. We likewise swear that we know that the sanctions imposed by Article
752 of the Fiscal Code consist, INTER ALIA, in the fact that by making false
statements Fiscal Fraud may be committed, which shall be sanctioned by a fine
not less than 5 times and not exceeding 10 times the amount fraudulently
reported.
(Signed): EDMOND A. ESPINOSA, Legal Representative or Resident Agent. 4 - 95 -
420. Colon, October 2, 1996.
Amount (line 16) 150. Total payable 150.
* * * * *
REPUBLIC OF PANAMA
MINISTRY OF FINANCE AND TREASURY
GENERAL INCOME DIRECTORATE (DGI)
SINGLE ANNUAL COMPANY TAX
(LAW No. 1 of February 28, 1985)
Registration number: Roll/Volume 4805. Image/Page 172. File/Entry 62315. DV C O.
For use by DGI: 38030.
Name of company: CONSORCIO PARA EL DESARROLLO DEL FOLK RIVER, S.A. (COFRISA).
Name of legal representative: MIROYOSHI AOKI. I.D. card (blank). Name of
resident agent: MORGAN & MORGAN. R.U.C. - I.D. No. 702-437-16272. Incorporated
under the Laws of the Country: PANAMA. Public Registry registration date:
October 30, 1980. Public writ No. 4821. Notary Public: Fourth. Date formalized:
October 21, 1980.
Period covered by payment: 1996-1997. (All other years are blank.) For use by
DGI: Valid until January 30, 1998. Amount 150.
"This form has been processed and printed by the automatic data processing
system of the MORGAN & MORGAN firm and it is therefore understood to be made
under solemn oath according to the authorization granted to this firm by
Resolution No. 201-53 of February 25, 1982, issued by the General Income
Directorate of the Ministry of Finance and Treasury."
MORGAN & MORGAN, Signature of Legal Representative or Resident Agent. R.U.C. -
I.D. 702-437-15272. Place and Date: Panama, September 26, 1996.
Amount: 150.00. Surcharge 0.00. Total payable 150.00.