Amendment to General Statement of Beneficial Ownership — Schedule 13D
Filing Table of Contents
Document/Exhibit Description Pages Size
1: SC 13D/A Amendment No. 1 62 201K
2: EX-3.(B) Agreement, Dated December 20, 2000 5 25K
3: EX-4.(B) Agreement, Dated December 20, 2000 5 24K
4: EX-5.(B) Agreement, Dated December 20, 2000 5 25K
5: EX-6.(B) Agreement, Dated December 20, 2000 4 24K
6: EX-7.(B) Agreement, Dated December 20, 2000 5 26K
7: EX-8.(B) Loan Agreement, Dated December 26, 2001 8 42K
8: EX-9.(B) Loan, Pledge of Shares and Guaranty Agreement 17 56K
9: EX-10.(B) Agreement, Dated December 20, 2000 27 91K
10: EX-11.(B) Agreement, Dated December 20, 2000 30 98K
11: EX-12.(B) Agreement, Dated December 20, 2000 27 86K
12: EX-13.(B) Agreement, Dated December 20, 2000 28 85K
13: EX-14.B Stock Purchase Agreement 29 84K
14: EX-15.(B) Pledge Agreement, Dated January 9, 2002 14 48K
15: EX-16.(A) Note Amendment, Dated 4/23/02, Spanish Language 1 11K
16: EX-16.(B) Note Amendment, Dated 4/23/02, English Language 1 10K
17: EX-17 First Amendment and Waiver 15 46K
EX-10.(B) — Agreement, Dated December 20, 2000
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Exhibit 10(b)
ANDRES RUBIO FLORES
Notary Public
8th Notary Public's Office
Santiago de Chile
March 27, 2001 Record No. 1081/2001
STOCK PURCHASE AGREEMENT ON SOCIEDAD MATRIZ BANCO DE CHILE S.A. AND BANCO DE
CHILE, JOINT AND SEVERAL BAIL AND COMMERCIAL PLEDGE
LQ INVERSIONES FINANCIERAS S.A. ET AL
AND
EMPRESAS PENTA S.A. ET AL
The parties individualized hereinbelow have appeared in my presence, ANDRES
RUBIO FLORES, attorney at law, Acting Notary Public of the 8th Notary Public's
Office in Santiago of RENE BENAVENTE CASH, domiciled at # 354 Morande Street,
floor 7, District of Santiago, on March 27, 2001: 1) Mr. CARLOS EUGENIO LAVIN
GARCIA-HUIDOBRO, a Chilean citizen, married, commercial engineer, National Id.
Card No. 4.334.605-9, hereby acting in his name and on behalf of, as it shall be
evidenced, EMPRESAS PENTA S.A., Tax Id. No. 87.107.000-8; INVERSIONES PENTA III
LIMITADA, Tax Id. No. 78.776.990-K; ISE-LAS AMERICAS COMPANIA DE SEGUROS DE VIDA
S.A., Tax Id. No. 96.534.950-2; COMPANIA DE SEGUROS GENERALES LAS AMERICAS S.A.,
Tax Id. No. 96.683.120-0; INMOBILIARIA CHOSHUENCO LIMITADA; Tax Id. No.
88.749.400-2; Mr. CARLOS ALBERTO DELANO ABBOTT; National Id. Card No.
4.773.758-3; Ms. GRACIELA DEL CARMEN ABBOTT MARIN, National Id. Card No.
2.286.235-9; Ms. VERONICA MENDEZ URETA, National Id. Card No. 6.964.597-6; Ms.
MARIA DE LA LUZ CHADWICK HURTADO, National Id. Card No. 5.669.689-K; Ms.
PATRICIA MARIA CHADWICK CLARO, National Id. Card No. 7.011.445-3; Ms. ANNA LUISA
GIRARDI GIORDANO, National Id. Card No. 3.115.233-K; Ms. PAULINA RESTOVIC
MONTERO, National Id. Card No. 7.811.141-0; Mr. SERGIO DELANO CONCHA, National
Id. Card No. 1.369.823-6; INVERSIONES SANTA VERONICA S.A., Tax Id. No.
86.570.700-2;
ADMINISTRACION E INVERSIONES CONVENTO VIEJO S.A., Tax Id. No. 88.864.900-K; Mr.
HECTOR FERNANDO CONCHA MARAMBIO, National Id. Card No. 4.436.207-4; CONCHA Y
COMPANIA, SOCIEDAD DE INVERSIONES LIMITADA, Tax Id. No. 79.716.310-4; Mr. HUGO
BRAVO LOPEZ, National Id. Card No. 4.709.421-6; ADMINISTRACION E INVERSIONES
SANTA SARELLA S.A., Tax Id. No. 96.531.470-9; Mr. LUIS ERNESTO SILVA BAFALLUY,
National Id. Card No. 5.126.588-2; Mr. CARLOS PEDRO GIRARDI GIORDANO, National
Id. Card No. 3.115.225-9; Mr. MAXIMO SILVA BAFALLUY, National Id. Card No.
5.124.062-6; INVERSIONES SANTA SOFIA LIMITADA, Tax Id. No. 88.088.450-9; and
ADMINISTRACIONES E INVERSIONES LORENA LIMITADA, Tax Id. No. 78.736.750-K; for
these purposes, all the aforementioned parties domiciled at # 222 Miraflores
Street, floor 20, on the one hand, in their capacity of sellers, hereinafter
collectively and indistinctly designated the "Sellers"; and on the other, as
buyer: 2) Mr. ANDRONICO LUKSIC CRAIG; a Chilean citizen, married, entrepreneur,
National Id. Card No. 6.062.786-K, hereby acting on behalf of LQ INVERSIONES
FINANCIERAS S.A., an investment company, Tax Id. No. 96.929.880-5, hereinafter
also indistinctly designated the "Buyer"; QUINENCO S.A., an investment company,
Tax Id. No. 91.705.000-7, hereinafter also designated the "Joint and Several
Debtor", and INVERSIONES HIDROSUR LIMITADA, an investment company, Tax Id. No.
79.871.250-0, hereinafter also designated "Hidrosur", all the aforementioned of
legal age and domiciled at # 20 Enrique Foster Sur Street, Floor 14, Las Condes
District, who have evidenced their relevant identities by means of the identity
cards already specified hereinabove and represent as follows:
That they have subscribed and entered into this Stock Purchase Agreement on
Sociedad Matriz Banco de Chile S.A., hereinafter designated "SM Chile" and Banco
de Chile, and Joint and Several Bail and Pledge, hereinafter referred to as the
"Purchasing Contract", which shall be ruled as per the legal regulations
currently in force and, particularly by the clauses and provisions specified
hereinbelow:
ONE: STOCKS AND PROMISE TO SELL
1.1) For all the purposes of this Purchasing Contract, Sellers are members of a
group of shareholders of SM-Chile and Banco de Chile, the name and
composition of which is as follows: Grupo Penta: Empresas Penta S.A.;
Inversiones Penta III Limitada; ISE-Las Americas Compania de Seguros de
Vida S.A.; Compania de Seguros
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Generales Las Americas S.A.; Inmobiliaria Choshuenco Limitada; Carlos
Eugenio Lavin Garcia Huidobro; Carlos Alberto Delano Abbott; Graciela Del
Carmen Abbott Marin; Veronica Mendez Ureta; Maria de la Luz Chadwick
Hurtado; Patricia Maria Chadwick Claro; Anna Luisa Girardi Giordano;
Paulina Restovic Montero; Sergio Delano Concha; Inversiones Santa Veronica
S.A.; Administracion e Inversiones Convento Viejo S.A.; Hector Fernando
Concha Marambio; Concha y Compania, Sociedad de Inversiones Limitada; Hugo
Bravo Lopez; Administracion e Inversiones Santa Sarella S.A.; Luis Ernesto
Silva Bafalluy; Carlos Pedro Girardi Giordano; Maximo Silva Bafalluy;
Inversiones Santa Sofia Limitada; y Administraciones e Inversiones Lorena
Limitada. The origin of this group of shareholders stems from the
definitions of the Shareholders Agreement subscribed by the so-called
Penta, Familia Cuneo/Solari, Moreno, Consorcio and Larrain Groups with
respect to the shares owned by them in SM Chile and Banco de Chile, as
evidenced in a private deed dated November 22, 1999.
1.2) The stocks subject matter of this Purchasing Contract, hereinafter
referred to as the "Shares" are as follows:
Grupo Penta: 74,916,382 shares of SM Chile - Series A; 1,757,937,839
shares of SM Chile - Series B; 58,763,920 shares of SM Chile - Series D;
457,456 shares of SM Chile - Series E; and 840,556,757 shares of Banco de
Chile, as evidenced in the titles specified under Exhibit A herein.
Exhibit A shows a breakdown of shareholders, shares and their relevant
title numbers, which has been duly signed by the parties and accounts for
an integral part of this Purchasing Contract and is formalized at the end
of the records corresponding to the current month under number 109.
1.3) Sellers hereby represent that Shares are free from all encumbrances,
pledges, usufruct, charges, restrictions, seizures, complaints,
resolutory, third-party preemptive rights, prohibitions or limitations to
property of any nature or character whatsoever, that might affect the
selling or transfer thereof to Buyer; likewise, Shares are fully paid and
shall grant Buyer the economic and political rights provided under the
articles of incorporation of SM Chile and Banco de Chile and Law 18.041,
whereby Sellers become liable for clearing title in compliance with the
applicable legal framework.
1.4) On January 31, 2001, the members of Banco de Chile's and SM Chile's
controlling shareholders agreement, which Sellers are part of, subscribed
a promise
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agreement with Buyer, which is entitled "Promise to Sell Stock Contract
from Sociedad Matriz Banco de Chile S.A. and Banco de Chile, Joint and
Several Bail and Commercial Pledge", hereinafter designated "Promise to
Sell", by virtue of which the parties undertook to subscribe this
Purchasing Contract regarding the shares of SM Chile and Banco de Chile,
which the shares specified under paragraph 1.2) hereinabove are part of.
The aforementioned Promise to Sell was formalized at this Notary Public's
Office on February 1, 2001, under record number 7.
TWO: Purchasing Contract
2.1) Sellers, on their own behalf or duly represented herein as specified in
the preamble hereof, hereby sell, assign and transfer to LQ Inversiones
Financieras S.A., the representative of which - Mr. Andronico Luksic Craig
- in turn hereby buys, accepts and acquires the shares individualized in
paragraph one in the foregoing clause.
2.2) This purchase and transfer of Shares and their relevant prices shall
encompass all holdings and rights related to net worth; revaluations;
accumulated earnings; retained earnings and other reserve or corporate
funds of any nature, purpose or denomination whatsoever, including those
retained in any undistributed fund and even though there are agreements
yet to be fulfilled for distribution thereof or belong in any manner
whatsoever to shares' holders, either resulting from the current or
previous years, with the exception of the dividends distribution to
bagreed upon as part of shareholders meetings of SM Chile and Banco de
Chile, to be held on March 29, 2001, which as specified under paragraph
3.9) hereinbelow, are owned by Sellers. Furthermore, the parties hereby
acknowledge that the agreed price for Shares includes pending or future
options that Sellers might exercise for any reason whatsoever, even for
the purposes of underwriting pay shares and all and every pay-free shares
the distribution of which and charge to build-up funds is agreed upon,
whichever their nature and denomination may be.
2.3) The parties hereto place on record that, on a joint basis with the
subscription of this Purchasing Contract, Buyer has also subscribed a
number of purchasing contracts for shares of Banco de Chile and SM Chile,
joint and several bail and commercial pledge agreements, hereinafter
designated "Shareholder Agreement Contracts" with further groups of
shareholders being part of the current major shareholders agreement of
Banco de Chile, also referred to as Grupo Familia Cuneo/Solari;
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Grupo Consorcio; Grupo Moreno and Grupo Larrain, by virtue of which, said
groups of shareholders have sold the shares of SM Chile and Banco de
Chile owned thereby to Buyer, as per terms and conditions essentially
identical to those provided under this Purchasing Contract.
2.4) Transfer of ownership of the Shares is hereby granted on a symbolic basis
by means of the handing over by Sellers to Buyer of the titles
representing the Shares specified under Exhibit A, by virtue of which
Sellers are entitled and willing to transfer the aforementioned property
and Buyer intends and is willing to acquire such property.
THREE: PRICE
3.1 The unit price of each of the shares subject matter of this contract, as
expressed in Chilean pesos, is as follows: SM Chile - Series A: CLP
19.242316; SM Chile - Series B: CLP58.940025; SM Chile - Series D: CLP
56.670464; SM Chile - Series E: CLP35.786619; and Banco de Chile:
35.819619.
3.2 Consequently, the total price of the shares subject matter of this
Purchasing Contract amounts to CLP 138,509,789,464, equivalent - to the
subscription date of this document - to UF(1) 8,755,802.41, a sum that
Buyer hereby pays and shall pay as follows:
3.2.1. By means of CLP 49,001,422,984, equivalent to date to UF 3,097,591.72,
which Buyer hereby pays in cash to Sellers, who in turn, hereby
acknowledge receipt to their entire satisfaction and hence issue the
relevant receipt therefor.
3.2.2. By means of the equivalent in Chilean pesos of UF 5,658,210.69, which
Buyer hereby undertakes to pay within a maximum term of twenty-four (24)
months as of the date herein, that is to say, on March 27, 2003 at the
latest.
3.3 The balance of the price specified under paragraph 3.2.2 shall accrue, as
of the date of this Purchasing Contract, an interest amounting to an
annual 8.5% rate / on a 360-day base, payable on a bi-annual basis,
according to the payment schedule detailed hereinbelow: a) Installment
No. 1: falling due on September 27, 2001; b) Installment No. 2: falling
due on March 27, 2002; c) Installment No. 3: falling due on September 27,
2002; d) Installment No. 4: falling due on March 27, 2003.
3.4 In the event of a default situation or simple delay in the payment of any
interest installment whatsoever, either partial or total, Sellers shall
be entitled to accelerate
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(1) Translator's note: UF - Unidad de Fomento, a Chilean, non-physical indexed
monetary unit.
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and request Buyer payment of the entire outstanding price balance as of
the date of default or delay and accordingly, as of such date and until
actual payment, the maximum regular rate of interest on adjustable
operations shall accrue, as calculated over the basis of the total amount
of outstanding price balance plus the interests accrued to the date of the
default situation or simple delay, all of which shall be subject to
compounding. The same default rate of interest shall accrue in the event
of a default situation or simple delay in the payment of the price balance
principal.
3.5 Buyer is hereby entitled to make a voluntary advanced payment or partial
payments on the price balance whenever it deems so appropriate and as long
as the obligation to pay the price balance and the relevant interests have
not fallen due. Once due, Sellers shall not be obligated to receive
partial advanced payments for amounts lower than twenty-five (25%) of the
relevant outstanding obligation. Partial advanced payments, of any nature
whatsoever, shall be allocated to regular or interest on arrears, as the
case may be, and as accrued to payment date and the balance, if any, shall
be allocated to the principal. At all events, Buyer hereby undertakes to
make any voluntary advanced payment or partial payments on the price
balance on a prorated and simultaneous basis regarding all and every
Shareholder Agreement Contracts.
3.6 Should the voluntary advanced payment or partial payments on the price
balance be carried out within an 18-month term as of subscription date of
this Purchasing Contract, Buyer shall also pay Sellers a further charge on
the advanced payment amount equivalent to applying an annual 8.5% rate of
interest over its value in Unidades de Fomento for the remaining period
until the 24-month term agreed upon for payment of the price balance falls
due, less its current value according to an annual 7.4% rate, based upon
the formula and example provided under Exhibit B, which, duly signed by
the parties hereto, is an integral part of this instrument and is
formalized at the end of these records under number 109. Any voluntary
advanced payments or partial payments carried out after the last day in
month 18 as of subscription of this Purchasing Contract shall not be
subject to the aforementioned further charge, regardless of the allocation
thereof provided by the law.
3.7 Payment of the amounts expressed in Unidades de Fomento shall be carried
out in Chilean Pesos according to the rate of exchange for such monetary
unit reported
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by the Chilean Central Bank, effective on actual payment date.
3.8 Should the Unidad de Fomento be eliminated or rendered null and void, the
price balance shall be adjusted as per the rate superseding it or,
otherwise, as per the variation shown by the Consumer Price Index, as
reported by Instituto Nacional de Estadisticas (National Statistics
Bureau) between the last day of the month prior to the event or act
abrogating or rendering Unidad de Fomento null and void and the last day
of the month prior to price balance payment, calculated according to the
principal thereof based upon its equivalent in Chilean pesos as per Unidad
de Fomento last known value.
3.9 The parties hereby place on record as follows:
3.9.1 As a result of the subscription of this Purchasing Contract on today's
date, moment at which the relevant rights of the shareholders of SM Chile
and Banco de Chile are already established for the following meetings of
shareholders of both companies, as summoned for Mach 29, 2001 and as part
of which agreements shall be reached on the adoption of the balance sheets
and financial statements corresponding to the fiscal year ended on
December 31, 2000 and whereby the dividends of the Shares agreed to be
distributed during such meetings shall be collected by Sellers, the amount
of such dividends yet to be paid to Sellers was deducted from the price
and first allocated to the interests referred to under item 3.9.2
hereinbelow.
3.9.2 Based upon what provided under paragraph 3.3 in the Promise to Sell, the
price of the Shares subject matter of this Purchasing Contract has been
adjusted and the amount accounting for annual 5% interests / 360-day base
accrued between January 25, 2001 and the date herein has been compounded.
The aforementioned amount, as specified in the item hereinabove, has been
allocated to the dividends yet to be paid to Sellers and the price
installment paid in cash herein has been adjusted accordingly. The value
resulting from the adjustments referred to under paragraphs 3.9.1 and
3.9.2 is evidenced by the Shares unit price provided under paragraph 3.1
hereinabove.
FOUR: MANDATORY ADVANCED PAYMENT
4.1 Quinenco S.A. affiliate, namely Inversiones Hidrosur Limitada, owns
32,365,881 shares evidenced by title No. 221,409, currently equivalent to
approximately to a 13.68% stake of the shares issued by Empresa Nacional
de Telecomunicaciones
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S.A., hereinafter also designated "ENTEL Shares".
4.2 Provided that Hidrosur actually sells ENTEL Shares to an unrelated third
party, Buyer hereby undertakes to make an advanced payment to Sellers,
amounting to the total net price (gross price less fees and expenses
directly stemming from the sale) of the sale of ENTEL Shares, as provided
under a purchasing contract for all or part of the ENTEL Shares subscribed
between Hidrosur and an unrelated third party, irrespectively of the time,
manner, terms and conditions provided for paying the price established
under the aforesaid contract. Should the sale prince of ENTEL Shares be
paid in cash, the relevant advanced payment shall be carried out in cash
within the 3-banking working days following the subscription date of the
ENTEL Shares Purchasing Contract and, should the price payment be made in
installments, the advanced payment shall be performed within the 5-banking
working days following said date and the aforesaid advanced payment shall
be credited to the price balance referred to under paragraph 3.2.2. In the
aforementioned cases, the special charge provided under paragraph 3.6
hereinabove shall not be applicable, and advanced payment shall be
allocated to the interests accrued as of the date of said advanced payment
and the balance thereof shall be allocated to the principal. At all
events, Buyer hereby undertakes to make any advanced payments on the price
balance by virtue of this provision on a prorated and simultaneous basis
regarding all and every Shareholder Agreement Contracts.
FIVE: SURETIES. All and every obligations undertaken by Buyer by virtue of this
document shall be secured as follows:
5.1 Bail and Joint and Several Debt by Quinenco S.A.
5.1.1 Quinenco S.A., hereby represented by Mr. Andronico Luksic Craig, already
individualized in the preamble hereof and duly authorized by the Board of
Directors of the company he acts on behalf of, hereby grants a bail and
joint and several debt in favor of Sellers, regarding all and every main
and accessory obligations undertaken by its affiliate, LQ Inversiones
Financieras S.A. in its capacity as Buyer by virtue of this Purchasing
Contract, thereby becoming subject to the terms and conditions its bailee
is bound to and acting on a joint and several basis as to obligations as
if it were the debtor itself, which shall particularly encompass payment
of the price balance and accessory payments.
8
5.1.2 Joint and several debtor hereby accepts all extensions, renewals,
increases or modifications that might affect the obligations of Buyer as a
consequence of this instrument, with no observations or exclusions
whatsoever and keeping its joint and several liability until all and every
secured obligations, irrespective of the nature thereof, are fulfilled by
the original party hereto.
5.1.3 The amounts actually paid by Quinenco S.A. in its capacity of guarantor
and joint and several debtor shall entitle it to subrogate against Buyer,
yet subordinating and postponing its rights until all Sellers receive full
payment, both as a result of pledged shares exercise and regarding the
general pledge right of Sellers.
5.2 Commercial pledge and prohibition to encumber and transfer of shares.
5.2.1 In order to secure all and every principal and accessory obligations
undertaken by Buyer by virtue of this contract, particularly concerning
payment of the price balance agreed upon under paragraph 3.2.2,
adjustments, regular interests, interest on arrears and costs thereof, if
any, Buyer hereby grants a commercial pledge in favor of Sellers, who in
turn accept this pledge, as per Title 15, Second Book of the Code of
Commerce, on all and every Shares as individualized under paragraph 1.2,
as well as a prohibition to encumber and transfer said Shares without the
prior authorization in writing from Sellers.
5.2.2 Buyer hereby makes available to Sellers, through its representative, who
in turn accepts on behalf thereof, titles No. 16317-01 accounting for
840,556,757 shares of Banco de Chile; and titles No. 1009496-08 accounting
for 74,916,382 shares of SM Chile - Series A; No. 1056009-08 accounting
for 1,757,937,839 shares of SM Chile - Series B; No. 38974-09 accounting
for 58,763,920 shares of SM Chile - Series D; and No. 30042-10 accounting
for 457,456 shares of SM Chile - Series E of SM Chile, which represents
Buyer's and joint and several debtor's intention and capacity to transfer
the ownership of the shares and Sellers' and creditors' willingness and
capacity to receive them as a surety for all and every principal and
accessory obligations of Buyer stemming from this document, particularly
to secure price balance, adjustments and regular and interest on arrears,
including costs of any nature whatsoever, if any, all the aforementioned
as per the terms and conditions provided in this contract. Likewise, it is
expressly placed on record that on this date, the authenticating Notary
Public has notified SM Chile and Banco de Chile general managers on the
commercial pledge granted herein and has further registered it in the
relevant Stockholder Registers.
9
5.2.3 As a result of Shareholder Agreement Contracts by virtue of which Buyer
has granted a commercial pledge in favor of the other member groups of
Banco de Chile's major shareholders agreement, on the shares sold by every
of these shareholders, in order to secure all Buyer's obligations and
particularly the payment of the relevant price balances and accessory
payments and, taking into consideration that in Sellers' interest, an
adequate surety should be made available so as to secure faithful and
timely payment of all and every price balances owed by Buyer, the parties
hereby agree that in the event all the shares pledged by Buyer in favor of
the shareholder groups mentioned hereinabove and of Sellers as a
consequence of this contract and shareholders agreement contracts account
for a percentage lower than 35% of all the political and voting rights of
Banco de Chile, or a percentage below the number of shares it holds at the
company resulting from any merger or arising out of a capital increase of
Banco de Chile, the amount equivalent to the current 35% of all the
political and voting rights of Banco de Chile, Buyer shall supplement the
relevant surety at Sellers' request so that a debt - surety ratio
amounting to 1:1 is kept. Consequently, a commercial pledge shall be
granted on a prorated and simultaneous basis concerning this Purchasing
Contract and all and every Shareholders agreement contracts, on other
shares of corporations based upon their market value, so that the
outstanding balance of the debt resulting from the price balance is always
secured by a stock pledge whereby the market value of the shares subject
matter of this stock pledge is not lower than the total outstanding price
balance. Pledged shares "Market value"o shall be construed as the average
weighed stock exchange transaction value thereof over the last 60-day
period. As to the shares required to supplement this surety, they should
preferably correspond to SM Chile and/or Banco de Chile, or to other
corporations, in the latter case, at Sellers' satisfaction. Surety should
be supplemented within a 60-day term as of requirement from Sellers.
5.2.4 Concerning the dividends of pledged shares, they shall belong to their
relevant owners, however, the following exceptions shall be applicable: a)
Whenever the price balance and/or the interests thereof as provided under
clause three in this instrument and secured by means of the pledge fall
due and, regardless of the collection procedures related to price balance
and/or its interests that joint and several creditors might undertake,
dividends shall belong to Sellers. Consequently, Sellers shall charge and
collect them directly from issuer company and then credit
10
and allot them as per general norms; and b) Should all the shares pledged
by Buyer in favor of the shareholder groups individualized under paragraph
2.3 and in favor of Sellers by virtue of this contract and shareholders
agreement contracts account - at any time - for a percentage lower than
35% of all the political and voting rights of Banco de Chile, or a
percentage below the number of shares it holds at the company resulting
from any merger or arising out of a capital increase of Banco de Chile,
the amount equivalent to the current 35% of all the political and voting
rights of Banco de Chile, and should the debt - surety ratio be lower than
1:1, then dividends shall only be collected by Buyer if duly authorized by
Seller. Should no authorization be available, the relevant dividends shall
belong to Sellers, who shall be entitled to charge and collect them
directly from issuer company, in which case, they shall take a renewable
30-day term deposit at Banco de Chile until the debt - surety ratio
regains the 1:1 level. Furthermore, should this 1:1 debt - surety ratio
fails to be regained within the aforementioned 60-day term as of
requirement to Buyer from Sellers, the latter shall be entitled to and
shall collect, credit and allocate the amount of the aforesaid deposit to
the price balance, according to general rules of business. Should the
surety be supplemented within the term mentioned hereinabove, the term
deposit shall be rendered to Buyer.
5.2.5 For the purposes of charging and collecting Shares dividends, in the cases
and under the terms and conditions provided under items a) and b) in
paragraph 5.2.4 hereinabove, Buyer hereby grants a special and irrevocable
power of attorney to Empresas Penta S.A., which shall be entitled to
proceed by means of any of the representatives thereof, entitling it to
charge, collect and perceive the dividends of issuer company shares, as
well as to credit and allocate them to the price balance owed by Buyer, if
applicable. This power of attorney has an irrevocable character, as per
the terms and conditions provided under article 241 in the Code of
Commerce and is granted for the benefit of the grantor, consequently, it
shall remain in full force for the entire period along which the pledge
referred to under paragraph 5.2 is effective. Furthermore, this power is
totally free, as a result of which, the representative shall not receive
any compensations whatsoever when acting in such capacity. Should Buyer
revoke the power granted in the paragraph hereinabove or should it be
terminated for any other causes attributable to Buyer, Sellers shall be
then entitled to exercise, either individually or on a joint basis, all
those rights and actions granted thereto so as to claim compensation for
any loss
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resulting from the aforementioned situation and affecting Sellers. Neither
the granting of this power, nor the termination thereof shall terminate or
restrict the pledge subject matter of this document in any manner
whatsoever, which shall remain in full force for as long as any portion of
the secured price balance remains unpaid, all of which, notwithstanding
what provided under article 2.401 in the Civil Code.
5.2.6 Should partial advanced payments of the price balance take place, either
voluntary or mandatory, Sellers shall release the pledge and prohibition
to encumber and transfer on a pro rata basis with the advanced payment
amount, unless the situation specified under paragraph 5.2.3 occurs.
5.3 Inversiones Hidrosur Limitada's Bail.
5.3.1 Hidrosur, hereby duly represented by Mr. Andronico Luksic Craig, hereby
grants a joint and several bail in favor of Sellers, who in turn hereby
accept this bail, for the purposes of securing the advanced payment
obligation undertaken by Buyer by virtue of clause four of this contract,
a surety that shall be limited to the net sales value of ENTEL Shares to
an unrelated third party.
5.3.2 Hidrosur's joint and several bail shall be enforced in the event that,
once ENTEL Shares have been sold to an unrelated third party, Buyer fails
to pay Sellers an amount equivalent to the entire net sales price of said
shares. Accordingly, Seller shall be entitled to request payment of the
price balance on an equally advanced basis as per the provision under
paragraph 7.3 hereinbelow.
5.3.3 Should Hidrosur sell or transfer ENTEL Shares in any manner whatsoever to
a related party or company, on a joint basis with transfer, it shall
undertake the obligation of becoming joint and several guarantor under the
same terms and conditions as specified hereunder. Failure to do so under
the aforementioned terms and conditions shall be construed as transfer
being done to an unrelated third party and, hence, the advanced payment
obligation provided under clause four hereinabove shall be executed.
SIX: OTHER OBLIGATIONS OF BUYER AND JOINT AND SEVERAL DEBTOR
As long as the price balance payment remains outstanding, Buyer and Joint and
Several Debtor undertake before Sellers strict compliance of the obligations
specified hereinbelow:
6.1 Providing Sellers' representative, as appointed under clause sixteen
herein, hereinafter designated the "Representative" with quarterly
consolidated financial
12
statements as per the FECU format, within a 30-consecutive day term as of
the end of the relevant quarter in the case of Buyer and within the same
term established for such purposes by the Superintendence of Securities
and Insurance. On the other hand, Buyer and joint and several debtor shall
provide Representative with their general balance sheet and consolidated
financial statements on December 31 every year, including their
corresponding comments. The aforementioned documents shall be duly audited
and shall encompass the comments of their external auditors, all of which
shall be made available within a 120-day term as of the end of the fiscal
year subject to audit.
6.2 Keeping an individual indebtedness level as part of which the Financial
Debt/Total Capitalization ratio shall not exceed 0.45 times. For the
purposes of calculating this ratio, Financial Debt shall be understood as
the addition of lots 21,010; 21,015; 21,020; 21,025; 21,030; 21,060;
21,075; 22,010; 22,020; 22,030; 22,040 & 22,045 of each individual
debtor's FECU. In turn, Total Capitalization shall be understood as the
addition of individual Net Worth and Financial Indebtedness.
6.3 At all moments, keeping a minimum individual net worth amounting to UF 33
million.
6.4 By the end of every fiscal quarter, keeping a consolidated indebtedness
level whereby the Financial Debt/Total Capitalization ratio does not
exceed 0.6 times. To calculate this ratio, Financial Debt shall be
understood as the addition of lots 21,010; 21,015; 21,020; 21,025; 21,030;
21,060; 21,075; 22,010; 22,020; 22,030; 22,040 & 22,045 of debtor's
consolidated FECU, plus the credit resulting from the price balance
arising from this Purchasing Contract, unless such credit were included in
previous lots. In turn, Total Capitalization shall be construed as the
addition of consolidated Net Worth and individual Financial Indebtedness,
plus Minority Interest. Should Quinenco S.A. be forced to consolidate its
financial statements - consolidated FECU - with Banks or Financial
Institutions as per the definition provided on that regard under articles
40 and 112, respectively in the General Bank Law (Decree with the Force of
a Law No. 3.997) and/or with SM Chile or the Company managing the
subordinated debt of Banco de Chile S.A. (SAOS), calculation of the
aforementioned ratio shall not encompass any liability or obligation made
part of the consolidated FECU originating in a Bank or Financial
Institution and/or SM Chile and SAOS, with which the Joint and several
Debtor is forced to undertake consolidation. Failure to comply with this
commitment shall not
13
result in a right to require advanced payment of the credit subject matter
of this document, but shall prevent Buyer and Joint and Several Debtor,
from getting into further indebtedness, acquiring shares issued thereby,
distributing dividends in excess of the amount provided under the dividend
policy in force during such fiscal year and from carrying out further
investments with other companies as long as failure to comply remained by
the end of the following fiscal quarter (two consecutive FECU).
6.5 Obtaining from Sellers their prior authorization in writing, should Buyer
and/or Joint and Several Debtor intend to merge, in any manner whatsoever,
divide or dissolve, an authorization that shall not be denied without due
justification, in which case Buyer and Joint and Several Debtor shall
resort to an arbitrator.
6.6 Obtaining the subordination of all the credits corresponding to parties
related to the entrepreneurial group to which Buyer and Joint and Several
Debtor belong, so that the credit accounting for the price balance as
specified under paragraph 3.2.2 hereinabove, the adjustments, regular
interests, interest on arrears and costs thereof, if any, is billed and
paid on a preferred basis to any of such related credits. The obligations
referred to under paragraphs 6.2, 6.3, 6.4 hereinabove shall only be
applicable to Joint and Several Debtor.
SEVEN: CAUSES FOR ACCELERATION
Should any of the causes for credit acceleration related to Shares' sales price
balance and term expiry specified hereinbelow take place, Sellers shall be
entitled to request, at their sole discretion, advanced payment of the entire
credit and, hence, the relevant obligation shall be deemed as due:
7.1 Should Buyer fail to pay any of the biannual interest installments
provided under paragraph 3.3 hereinabove accruing from the price balance.
7.2 Should Buyer breach the obligation of not encumbering or transferring all
or part of the Shares being pledged herein and/or the shares used for
supplementing the surety in case the 1:1 debt - surety ratio be reduced of
fail to furnish a further surety on a timely and due basis so that the
debt - surety ratio is regained.
7.3 Should Buyer or Hidrosur fail to pay Sellers an amount equal to the total
net sales price of ENTEL Shares in advance as per the terms, conditions,
manner and timeframe provided under paragraph 4.2 hereinabove, concerning
paragraphs 5.3.2 and 5.3.3 herein.
14
7.4 Should Buyer, Joint and Several Debtor and/or Hidrosur file for bankruptcy
or take the steps for a judicial or extrajudicial settlement.
7.5 Should, concerning Buyer, Joint and Several Debtor and/or Hidrosur, a
legal action be filed for judicial collection purposes based upon the
executive procedure, the amount of which is in excess of 5% of the total
net worth of the relevant company and should this company fail to
challenge the origin and/or truthfulness of such claim for collection or
the filing for bankruptcy, by means of written and supported background
before the relevant courts of justice, within the corresponding legal
timeframe for challenging purposes.
7.6 Should the entrepreneurial group known as Grupo Luksic, current major
stockholder of Buyer's, Joint and Several Debtor's and Hidrosur's loose
control of Buyer or Banco de Chile or the exclusive control of the Joint
and Several Debtor or Hidrosur for any reason whatsoever that is either
attributable to such entrepreneurial group or not, without prior
authorization in writing from Sellers.
7.7 Should, as per the Bond Issuance Contract subscribed by Quinenco S.A. and
Banco Bice by means of a public deed granted before Santiago Notary Public
Mr. Felix Jara Cadot on May 9, 2000, modified by means of a public deed
dated June 9, 2000, granted before the same Notary Public, advanced
payment of such bonds be requested as a result of any cause whatsoever.
7.8 Should Buyer or Joint and Several Debtor fail to comply with any of the
obligations provided under clause six hereinabove and fail to overcome
such breach within the 90 days following such occurrence, unless such
situation results from a cause attributable to Buyer or Joint and Several
Debtor, in which case the aforementioned term shall be reduced to 60 days.
Whenever Sellers exercise the right to accelerate payment of the price
balance, according to what agreed in this clause, they shall be entitled
to collect and perceive the interest on arrears referred to under
paragraph 3.4 herein, as per the terms and conditions specified herein.
EIGHT: STATEMENTS AND OTHER OBLIGATIONS OF SELLERS
Sellers hereby make the following representations and undertake obligations as
follows:
8.1 That there are no other contracts, agreements, options, rights or any
other titles of any nature whatsoever aimed at acquiring the shares
subject matter of this contract and that there is no agreement pending to
be executed regarding the issuance of pay-free shares or effective options
aimed at underwriting any cash shares.
15
8.2 That this Purchasing Contract does not violate any particular or public
agreements or contracts among the current shareholders of the companies
issuing the Shares.
8.3 Grupo Penta shall be subject to a prohibition to acquire shares accounting
for over 0.6% of the shares issued by Sociedad Matriz Banco de Chile
and/or 0.6% of the political or voting rights of Banco de Chile for a
period of two years as of subscription of this contract. Likewise, the
aforesaid group shall be subject to a prohibition to acquire shares
accounting for over 0.5% of the shares issued by Banco de A. Edwards for a
period of two years as of subscription of this contract.
NINE: STATEMENT OF BUYER
Buyer hereby places on record that it has subscribed this contract by taking
into consideration, among other background, the financial statements of Sociedad
Matriz Banco de Chile S.A. and Banco de Chile, prepared as of September 30,
2000.
TEN: AUTHORIZATION FROM THE SUPERINTENDENCE OF BANKS AND FINANCIAL INSTITUTIONS
10.1 It is hereby placed on record that by means of letter No. 09-1592 dated
December 14, 2000, the Superintendence of Banks and Financial Institutions
authorized Quinenco S.A. and its affiliate, LQ Inversiones Financieras
S.A. to acquire as much as 51% of the stocks of Banco de Chile by
acquiring the shares of Sociedad Matriz Banco de Chile S.A. and Banco de
Chile, as per what provided under article thirty-six of the General Bank
Law.
10.2 It is hereby placed on record that by means of letter No. 00-240 dated
January 11, 2001, the Superintendence of Banks and Financial Institutions
authorized LQ Inversiones Financieras S.A. to acquire as much as 55% of
the stocks of Banco de Chile, as per what provided under article
thirty-six of the General Bank Law.
10.3 It is hereby placed on record that by means of letter No. 00-241 dated
January 11, 2001, December 14, 2000, the Superintendence of Banks and
Financial Institutions authorized LQ Inversiones Financieras S.A. to keep
a simultaneous majority stake in Banco de Chile and Banco de A. Edwards,
as per what provided under article thirty-five of the General Bank Law.
ELEVEN: COMMITMENT OF THE PARTIES
The parties hereto hereby undertake to perform the necessary steps and to
subscribe the
16
private and public deeds required after the subscription of this Purchasing
Contract, aimed at complying with the provisions therein, that is to say,
transferring the shares subject matter of this contract and Buyer acquiring a
majority stake in Banco de Chile.
TWELVE: FULFILLMENT OF PROMISE TO SELL
12.1 The parties hereby place on record fulfillment, within the term falling
due on April 20, 2001 according to the promise to Sell, of the condition
the execution of this Purchasing Contract was subject to, consisting in
the adoption of an agreement reached by the absolute majority of
shareholders on occasion of a special shareholders meeting of SM Chile and
Banco de Chile, by virtue of which the current major stockholders shall be
subject to the special situation established under transitory article ten
in Law 19.705 allowing them to freely transfer their shares rather than
being restricted by provisions under article 199 in Law 18.045. These two
agreements were adopted on occasion of special meeting of shareholders
held on March 20, 2001, the minutes of which were duly abridged to public
deeds dated March 22 and 23, 2001 at the Notary Public's office of Mr.
Rene Benavente Cash.
12.2 Likewise, the parties hereto hereby warrant and represent that all and
every suspensive condition in the purchasing contract as provided under
the Promise to Sell have been duly complied with. Moreover, the parties
hereby represent that the Promise to Sell has been entirely fulfilled
through subscription of this Purchasing Contract; the parties also declare
the widest reciprocal termination to the negotiations between the parties,
the closing and Promise to Sell, both contractually and
extra-contractually.
THIRTEEN: JOINT AND SEVERAL LIABILITY
For the purposes of ensuring and securing the obligations arising out of this
contract, the parties specified hereinbelow undertake a joint and several
liability regarding the fulfillment of such obligations: Empresas Penta S.A.;
Inversiones Penta III Limitada; Carlos Eugenio Lavin Garcia Huidobro and Carlos
Alberto Delano Abbott hereby undertake the capacity of joint and several debtors
among themselves and joint and several debtors of the following parties being
members of the so-called Grupo Penta: Graciela Del Carmen Abbott Marin; Veronica
Mendez Ureta; Maria de la Luz Chadwick Hurtado; Patricia Maria Chadwick Claro;
Anna Luisa Girardi Giordano; Paulina Restovic Montero; Sergio Delano Concha;
17
Inversiones Santa Veronica S.A.; Administracion e Inversiones Convento Viejo
S.A.; Hector Fernando Concha Marambio; Concha y Compania, Sociedad de
Inversiones Limitada; Hugo Bravo Lopez; Administracion e Inversiones Santa
Sarella S.A.; Luis Ernesto Silva Bafalluy; Carlos Pedro Girardi Giordano; Maximo
Silva Bafalluy; ISE-Las Americas Compania de Seguros S.A.; Compania de Seguros
Generales Las Americas S.A.; Inmobiliaria Choshuenco Limitada; Inversiones Santa
Sofia Limitada; and Administraciones e Inversiones Lorena Limitada. This act has
been attended by Mr. HUGO BRAVO LOPEZ, a Chilean citizen, married, commercial
engineer, National Id. Card No. 4.709.421-6, hereby acting on behalf of EMPRESAS
PENTA S.A. and INVERSIONES PENTA III LIMITADA and Mr. JOSE GANDARILLAS CHADWICK,
a Chilean citizen, married, commercial engineer, National Id. Card No.
4.889.363-5, hereby acting on behalf of INVERSIONES PENTA III LIMITADA; both of
them of legal age and who have evidenced their corresponding identities by means
of the identity cards individualized hereinabove and hereby represent as
follows: That they have appeared herein in order to grant the aforementioned
joint and several pledge.
FOURTEEN: SEVERABILITY
The nullity, ineffectiveness or unenforceability of any of the clauses or
provisions herein or portion thereof shall not affect this contract or further
clauses or provisions, all of which shall remain in full force and being
enforced as provided, unless dealing with one of the critical elements of this
contract, in which case what provided by the law shall become applicable.
FIFTEEN: EXPENSES
All and every notarial expenses required for the purposes of the execution of
this document and registrations, records and notifications thereof shall be born
by the parties on identical proportions.
SIXTEEN: NOTIFICATIONS
16.1 Every notification or communication that should take place between the
parties as a result of this Purchasing Contract shall be construed as
completed once representatives receive a written communication, either
personally or through registered mail, in both cases, regardless of a
further fax communication, at their domicile and fax number:
18
Selling party: Mr. Hugo Bravo Lopez, domiciled at # 222 Miraflores Street,
floor 20, Santiago, Fax No. 639-6000; cc to Alcaino, Rodriguez & Sahli
Limitada, a legal firm, Attn.: Mr. Alfredo Alcaino de Esteve and Mr.
Eduardo Rodriguez del Rio, domiciled at # 206 Bandera Street, floor 7,
Santiago, fax No. 699-0217.
Buying party: Mr. Francisco Lopez Mackenna and/or Mr. Luis Fernando
Antunez Bories, both of them domiciled at # 20 Enrique Foster Sur, floor
14, Las Condes district, Fax No. 245-6240; cc to Edmundo Eluchans y
Compania, a legal firm, Attn.: Mr. Edmundo Eluchans and Mr. Felipe Cruzat,
domiciled at # 178 Miraflores Street, floor 16, Santiago, fax No.
638-8571; and Quinenco S.A.'s counsel, Mr. Manuel Jose Noguera, domiciled
at # 20 Enrique Foster Sur, floor 16, Las Condes district, fax No.
245-6240.
16.2 Notifications shall be deemed as completed, if delivered personally, on
the day of actual delivery and, in case of registered mail, five days as
of actual dispatch.
SEVENTEEN: ARBITRATION
17.1 Any doubt or disagreement arising between the parties as a result of this
contract, regarding construction, fulfillment, effectiveness, termination
thereof or any other cause related thereto shall be settled by means of an
arbitration, as provided under the Arbitration Center Regulation of the
Santiago Chamber of Commerce, the provisions of which are evidenced in a
public deed dated December 10, 1992, granted at the Santiago Notary
Public's office of Mr. Sergio Rodriguez Garces, modified by means of a
public deed published on August 18, 1995, granted at the Notary Public's
office of Mr. Raul Undurraga Lazo and modifications thereto, which are an
integral part of this clause, and which the parties hereby declare to know
and accept.
17.2 The parties hereby appoint Mr. Patricio Figueroa Velasco as the relevant
arbitrator, in absence of which shall act Mr. Claudio Illanes Rios.
17.3 In the event neither of the aforementioned arbiters is willing or shall
undertake such responsibility, the parties hereby grant a special and
irrevocable power of attorney to the Santiago Chamber of Commerce to
appoint the relevant arbiter. In this case, either party shall be entitled
to challenge, with no justification whatsoever, up to three (3) persons
who are eligible as arbiters according to the Santiago Chamber of
Commerce.
17.4 No recourse shall be applicable against the resolutions issued by the
arbitrator, as
19
a result of which both parties hereby expressly waive such actions, except
for the motions for clarification, modification or amendment and appeal
(queja). The arbitrator shall be specially entitled to settle any matters
related to its jurisdiction and/or competence.
17.5 At all events, Sellers shall have the right to opt, at their own
discretion, for undertake the actions for collecting the price balance and
executing the collateral and personal securities securing it before the
arbitration court or the ordinary courts of law and Buyer hereby expressly
waives any proceeding or action or judicial motion aimed at restricting or
acting as a deterrent for the exercise of this right from Sellers.
EIGHTEEN: APPLICABLE LAW AND DOMICILE
This contract shall be ruled and construed as per the laws of the Republic of
Chile. For all the purposes related thereto, the parties hereby establish their
special domicile in the city and district of Santiago and, except for what
provided under paragraph 17.5, they shall be subject to the arbitration
jurisdiction agreed herein.
NINETEEN: STATEMENT OF ABILITY AND REPRESENTATIONS
All and every appearing party hereby warrant and represent to count on the
necessary powers to subscribe this Purchasing Contract, agree upon the several
provisions and clauses thereof and to undertake the rights and obligations
arising hereof for the parties they act on behalf of. Furthermore, they
represent that this contract counts on the necessary corporate authorizations,
if required.
TWENTY: SPECIAL POWER OF ATTORNEY
The bearer of an authenticated duplicate of this deed shall be entitled to
request the relevant inscriptions, annotations, registrations and
subregistrations that may be required.
TWENTY-ONE: REPRESENTATIONS
It is hereby placed on record that: a) The power of Mr. Carlos Eugenio Lavin
Garcia Huidobro to act on behalf of Mr. CARLOS ALBERTO DELANO ABBOTT; GRACIELA
DEL CARMEN ABBOTT MARIN; VERONICA MENDEZ URETA; MARIA DE LA LUZ CHADWICK
HURTADO; PATRICIA MARIA CHADWICK CLARO; ANNA LUISA GIRARDI GIORDANO; PAULINA
RESTOVIC MONTERO; SERGIO DELANO CONCHA;
20
INVERSIONES SANTA VERONICA S.A.; ADMINISTRACION E INVERSIONES CONVENTO VIEJO
S.A.; HECTOR FERNANDO CONCHA MARAMBIO; CONCHA Y COMPANIA, SOCIEDAD DE
INVERSIONES LIMITADA; HUGO BRAVO LOPEZ; ADMINISTRACION E INVERSIONES SANTA
SARELLA S.A.; LUIS ERNESTO SILVA BAFALLUY; CARLOS PEDRO GIRARDI GIORDANO; MAXIMO
SILVA BAFALLUY; ISE-LAS AMERICAS COMPANIA DE SEGUROS S.A.; COMPANIA DE SEGUROS
GENERALES LAS AMERICAS S.A.; INMOBILIARIA CHOSHUENCO LIMITADA; INVERSIONES SANTA
SOFIA LIMITADA; AND ADMINISTRACIONES E INVERSIONES LORENA LIMITADA is evidenced
in public deeds granted on January 15, 2001 and March 12 and March 22, 2001
granted at the Santiago Notary Public's Office of Mr. Patricio Raby Benavente;
b) The power of Mr. Hugo Bravo Lopez to act on behalf of EMPRESAS PENTA S.A. is
evidenced in a public deed granted on March 12, 2001 at the Santiago Notary
Public's Office of Mr. Patricio Raby Benavente; c) The power of Mr. Jose
Gandarillas Chadwick to act on behalf of INVERSIONES PENTA III LIMITADA is
evidenced in public deeds granted on March 21, 1996 and November 3. 1995, at the
Santiago Notary Public's Office of Mr. Patricio Raby Benavente; and d) The power
of Mr. Andronico Luksic Craig to act on behalf of LQ INVERSIONES FINANCIERAS
S.A., QUINENCO S.A. and INVERSIONES HIDROSUR LIMITADA is evidenced in public
deeds granted on January 26, 2001 and January 31, 2001 respectively, at the
Santiago Notary Public's Office of Mr. Rene Benavente Cash. The aforementioned
powers of attorney are not attached hereto for the parties and the
authenticating Notary Public are well acquainted therewith and at the express
request thereof.
In witness whereof, the parties read and the authenticating Notary Public sign
this instrument with one single effect on the date of the preamble hereof.
Counterparts are made available.
In witness whereof I have hereunto affixed my hand and seal.
Carlos Eugenio Lavin Garcia Huidobro - Andronico Luksic Craig - Hugo Bravo Lopez
- Jose Gandarillas Chadwick - Andres Rubio Flores - Notary Public.
(Signature Illegible)
---------------------
This counterpart is a faithful copy of the original document
Santiago, March 27, 2001
21
EXHIBIT A
BANCO DE CHILE STOCK PURCHASING CONTRACT - LQ TO GRUPO PENTA
[Enlarge/Download Table]
--------------------------------------------------------------------------------------------------------------------------------
TAX ID SERIES SERIES BANCO
No. SHAREHOLDER A TITLE B TITLE SERIES D TITLE SERIES E TITLE DE CHILE TITLE
--------------------------------------------------------------------------------------------------------------------------------
Empresas Penta S.A..
--------------------------------------------------------------------------------------------------------------------------------
Inversiones Penta III
Limitada
--------------------------------------------------------------------------------------------------------------------------------
Ise-Las Americas
Cia de Seguros de
Vida S.A.
--------------------------------------------------------------------------------------------------------------------------------
Cia. De Seg.
Grales Las Americas S.A.
--------------------------------------------------------------------------------------------------------------------------------
Inversiones Santa
Veronica S.A.
--------------------------------------------------------------------------------------------------------------------------------
Adm. E Inversiones
Convento Viejo S.A.
--------------------------------------------------------------------------------------------------------------------------------
Carlos Delano Abbott
--------------------------------------------------------------------------------------------------------------------------------
Carlos Lavin Garcia
Huidobro
--------------------------------------------------------------------------------------------------------------------------------
Hugo Bravo Lopez
--------------------------------------------------------------------------------------------------------------------------------
Veronica Mendez Ureta
--------------------------------------------------------------------------------------------------------------------------------
Graciela Abbott Marin
--------------------------------------------------------------------------------------------------------------------------------
Sergio Delano Concha
--------------------------------------------------------------------------------------------------------------------------------
Luis Ernesto Silva
Bafalluy
--------------------------------------------------------------------------------------------------------------------------------
Paulina Restovic
Montero
--------------------------------------------------------------------------------------------------------------------------------
Inmobiliaria
Choshuenco Ltda.
--------------------------------------------------------------------------------------------------------------------------------
Hector Concha
Marambio
--------------------------------------------------------------------------------------------------------------------------------
Anna Luisa Girardi
Giordano
--------------------------------------------------------------------------------------------------------------------------------
Adm. E Inversiones
Lorena Ltda.
--------------------------------------------------------------------------------------------------------------------------------
Carlos Girardi Giordano
--------------------------------------------------------------------------------------------------------------------------------
Concha y Cia. Soc de
Inv. Ltda.
--------------------------------------------------------------------------------------------------------------------------------
Maria de la Luz
Chadwick Hurtado
--------------------------------------------------------------------------------------------------------------------------------
Maximo Silva Bafalluy
--------------------------------------------------------------------------------------------------------------------------------
Patricia Chadwick
Claro
--------------------------------------------------------------------------------------------------------------------------------
Inversiones Santa
Sofia Ltda.
--------------------------------------------------------------------------------------------------------------------------------
Total shares
--------------------------------------------------------------------------------------------------------------------------------
Total to be acquired
--------------------------------------------------------------------------------------------------------------------------------
22
EXHIBIT B
Definitions
P = principal owed in UF as of advanced payment date
i = price balance interest (8.5 per year, based on a 360-day year)
ip = advanced payment interest (7.4 per year, based on a 360-day year)
q = P portion paid on an advanced basis
z = number of days elapsed as of last payment of interests
ID = accrued and unpaid interests until advanced payment date corresponding to
the principal portion paid on an advanced basis
y = number of days elapsed from advanced payment date until day 720
CP = advanced payment penalty
CT = total amount paid expressed in UF
P' = new principal owed in UF
Formulas
ID = P x q [(1 + i)(z/360) - 1]
CP = P x q (1 + i)(y/360) - (P x q)
-------------------
(1 + ip)(y/360)
CT = P x q + ID + CP (should advanced payment occurs 18 months prior to Promise
to sell)
CT = P x q + ID (should advanced payment occurs 18 months after Promise to sell)
P' = P x (1 - q)
[Signatures illegible]
23
EXAMPLE:
Should UF 100,000 be paid in advance on day 60 of the contract and
P = UF 250,000
Then q = 100,000 0.4
-------
250,000
ID = 250,000 x 0.4 x (1.085)(60/360) - 100,000
ID = UF 1,369
CP = 100,000 x (1.085)(660/360) - 100,000
--------------------------
(1.074)(660/36)
CP = UF 1.886
CT = 100,000 + 1,369 + 1,886
CT = UF 103,255
P' = 250,000 x (1 - 0.4)
P' = 150,000
[Signatures illegible]
24
CERTIFICATE
I hereby certify that the document hereinabove contains 4 pages only written on
the front and is a faithful duplicate of the document attached to the end of the
records kept by this Notary's Office under No. 109, corresponding to March 2001
and that is formalized by virtue of what provided under the public deed
accounting to the Stock Purchasing Contract of Sociedad Matriz Banco de Chile
S.A. and Banco de Chile, Joint and Several Bail and Stock Pledge, LQ Inversiones
Financieras S.A. et al and Empresas Penta S.A. et al, granted on March 27, 2001,
Record No. 1081 / 2001.
Santiago de Chile, March 27, 2001.
[Stamp: ANDRES RUBIO FLORES
NOTARY PUBLIC
8th NOTARY PUBLIC'S OFFICE OF
SANTIAGO - Signature Illegible].
25
PLEDGE AND PROHIBITION NOTICE AND REGISTRATION
The authenticating Notary Public hereby notifies and registers the pledge and
prohibition provided by means of a public deed granted in his presence on March
27, 2001, Record No. 1081 / 2001, whereby it is certified that LQ INVERSIONES
FINANCIERAS S.A. bought the shares specified hereinbelow from the parties
detailed hereinafter: Empresas Penta S.A.; Inversiones Penta III Limitada;
ISE-Las Americas Compania de Seguros de Vida S.A.; Compania de Seguros Generales
Las Americas S.A.; Inmobiliaria Choshuenco Limitada; Carlos Eugenio Lavin Garcia
Huidobro; Carlos Alberto Delano Abbott; Graciela del Carmen Abbott Marin;
Veronica Mendez Ureta; Maria de la Luz Chadwick Hurtado; Patricia Maria Chadwick
Claro; Anna Luisa Girardi Giordano; Paulina Restovic Montero; Sergio Delano
Concha; Inversiones Santa Veronica S.A.; Administracion e Inversiones Convento
Viejo S.A.; Hector Fernando Concha Marambio; Concha y Compania, Sociedad de
Inversiones Limitada; Hugo Bravo Lopez; Administracion e Inversiones Santa
Sarella S.A.; Luis Ernesto Silva Bafalluy; Carlos Pedro Girardi Giordano; Maximo
Silva Bafalluy; Inversiones Santa Sofia Limitada; and Administraciones e
Inversiones Lorena Limitada. Shares: 74,916,382 shares of SM Chile - Series A;
1,757,937,839 shares of SM Chile - Series B; 58,763,920 shares of SM Chile -
Series D; 457,456 shares of SM Chile - Series E; which are evidenced under
titles No.: 1009496-08; 1056009-08; 38974-09; 30042-10. Likewise, Buyer hereby
grants a commercial pledge on the aforementioned shares and a prohibition to
encumber and transfer them without the prior authorization in writing from
Sellers for the purposes of securing all and every principal and accessory
obligations undertaken by Buyer by virtue of the aforementioned contract,
particularly, payment of the price balance, the adjustments, regular interests,
interests on arrears and costs, as per the terms and conditions and modalities
specified under such deed.
Notary Public hereby places on record that he hereby makes available an
authenticated counterpart of the deed specified hereinabove
This act has been carried out at the request of the secured creditor.
Santiago de Chile, March 27, 2001
[Stamp and Signature]
Notary Public's Office of Andres Rubio Flores
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CERTIFICATE
I hereby certify that on today's date, March 27, 2001, I made available at the
premises of Banco de Chile, located at # 251 Ahumada Street, Santiago, at the
Shares Department, an authenticated photocopy of the document called Termination
and Liquidation of SM Chile Shareholders Agreement, dated Santiago de Chile,
March 27, 2001, which was attached to Book 2, Sheet 359, with my notarial stamp.
Following, I provided the Head of the Shares Department, Mr. Walter Kaufmann
Cabiol with an authenticated counterpart of the Public Deed hereinabove, dated
March 27, 2001, record No. 1081, certifying the stock purchase carried out by
the group referred to as Grupo Penta to LQ Inversiones Financieras S.A., for the
purposes of undertaking the corresponding transfer and issue of the new titles
to the name of Buyers.
Following, I notified and registered the Pledge and Prohibition evidenced in the
aforesaid Public Deed, as per the terms specified at the back of such document,
Pledge and Prohibition, the inscription of which was performed on Book 2, sheet
422 of the Attached book where record is placed on this type of encumbrances.
I hereby place on record that the aforementioned actions were carried out at the
request of attorneys Messrs. Edmundo Eluchans Urenda and Alfredo Alcaino De
Esteve.
Santiago de Chile, March 27, 2001.
[Stamp: ANDRES RUBIO FLORES
NOTARY PUBLIC
8th NOTARY PUBLIC'S OFFICE OF
SANTIAGO - Signature Illegible].
[Stamp: BANCO DE Chile
MARCH 27, 2001
Signature Illegible].
27
Dates Referenced Herein
| Referenced-On Page |
|---|
| This ‘SC 13D/A’ Filing | | Date | | First | | Last | | | Other Filings |
|---|
| |  |
| | 3/27/03 | | 5 | | | | | None on these Dates |
| Filed on: | | 1/17/03 |
| | 9/27/02 | | 5 |
| | 3/27/02 | | 5 |
| | 9/27/01 | | 5 |
| | 4/20/01 | | 17 |
| | 3/29/01 | | 4 |
| | 3/27/01 | | 1 | | 27 |
| | 3/22/01 | | 21 |
| | 3/20/01 | | 17 |
| | 3/12/01 | | 21 |
| | 2/1/01 | | 4 |
| | 1/31/01 | | 3 | | 21 |
| | 1/26/01 | | 21 |
| | 1/25/01 | | 7 |
| | 1/15/01 | | 21 |
| | 1/11/01 | | 16 |
| | 12/31/00 | | 7 |
| | 12/14/00 | | 16 |
| | 9/30/00 | | 16 |
| | 6/9/00 | | 15 |
| | 5/9/00 | | 15 |
| | 11/22/99 | | 3 |
| | 3/21/96 | | 21 |
| | 8/18/95 | | 19 |
| | 12/10/92 | | 19 |
| List all Filings |
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Filing Submission 0001169232-03-000306 – Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)
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