EXHIBIT 4.1
CONTRACT FOR THE SALE OF SHARES
BETWEEN
TELEFONICA EMPRESAS CTC CHILE S.A.
AND
INVERSIONES XXXXXXXX XX LIMITADA
In Santiago, Chile, on September 26, 2002, before me, XXXX XXXXXXXXX XXXX,
attorney, of this domicile, XxxXxxx 225, Suite 302, Notary Public of Santiago,
Titular of the 29th Notarial office, there appeared:
1. TELEFONICA EMPRESAS CTC CHILE S.A., Taxpayer Identification Number
90.430.000-4, represented by Xx. XXXXXXX XXXXX XXXXXX, Chilean, married, civil
industrial engineer, passport number 9.618.122-1, both domiciled at Xxxxxxx
Xxxxxxxxxxx 000, 00xx xxxxx, xxxxxxx of Providencia for these purposes,
hereinafter also called "Telefonica" or the "Seller," as one party;
2. INVERSIONES XXXXXXXX XX LIMITADA, Taxpayer Identification Number
88.492.000-0, represented, as shall be evidenced, by Xx. XXXXXX XXXXXXX
XXXXXXXXX, Chilean, married, civil engineer, passport number 5.078.702-8, and
Xx. XXXXX XXXXXXX XXXXXXXXX, Chilean, married, civil engineer, passport number
6.441.662-6, all domiciled at Teatinos 574, Xxxxxxxx, for these purposes,
hereinafter also called "Pacifico."
The parties are of age, evidenced their identities by the aforesaid identity
cards and stated that they have agreed to the following purchase agreement.
1
RECITALS
1. Whereas Telefonica is currently the sole owner and holder of sixty thousand
shares in SOCIEDAD NACIONAL DE PROCESAMIENTO DE DATOS S.A., hereinafter "Xxxxx"
or the "Company," which is a closed corporation incorporated and organized under
the laws of the Republic of Chile. Said holding is equal to sixty percent of the
shares validly issued by the Company.
2. Whereas Pacifico is currently the sole owner and holder of thirty thousand
shares in Xxxxx and Inversiones Atlantico Limitada, a company related to
Pacifico, is currently the sole owner and holder of ten thousand shares in
Xxxxx, which, combined with the shares held by Telefonica, constitute one
hundred percent of the subscribed, paid-in and issued shares of the Company, all
in one same series.
3. Whereas Xxxxx was incorporated as a limited liability company by public deed
executed October 30, 1974, in the Santiago Notarial Office of Xx. Xxxxxx
Xxxxxxxx. It was transformed into a stock corporation by public deed dated
September 17, 1991, an abstract of which was registered on page 28201 number
14276 of the 1991 Commercial Registry of the Santiago Real Estate Registrar,
published in the Official Gazette on September 24th of the same year;
4. Whereas Pacifico has participated actively in the management of Xxxxx and
knows the actual financial, accounting, tax and legal condition of Xxxxx and
therefore expressly releases Telefonica from the obligation to make
representations, except for the liability that may apply to it in particular
regarding the labor lawsuits listed in the document signed on the date herewith
by Inversiones Xxxxxxxx XX Limitada et al and Compania de Telecomunicaciones de
Chile S.A., which is deemed an integral part hereof for all legal purposes.
FIRST: Sale of Shares. Telefonica, duly represented by Xx. Xxxxxxx Xxxxx Xxxxxx,
hereby sells, assigns and transfers eleven thousand shares in Xxxxx, equal to
eleven percent of the share capital, to Pacifico, which are purchased, acquired
and accepted by Xx. Xxxxxx Xxxxxxx Haeusseler and Xx. Xxxxx Xxxxxxx Xxxxxxxxx on
behalf thereof. The total purchase price of the aforesaid shares is sixteen
billion one hundred fifty-nine million six hundred forty-four thousand four
hundred six pesos, equal in pesos, local currency, to nine hundred eighty-two
thousand five hundred seventy-two Unidades de Fomento that Pacifico pays in this
act, at once, in cash. Telefonica declares receipt of such sum to its full
satisfaction. The parties stipulate that the above price has been set taking
into account that Pacifico and Inversiones Atlantico Limitada have taken over
equity control of Xxxxx by the aforesaid sale of shares. Telefonica hereby
delivers the certificates to Pacifico for the shares that have been acquired and
paid thereby hereunder, free and clear of liens. Pacifico declares receipt
thereof to its full satisfaction.
2
SECOND: Representations by the Parties. The Parties declare the following for
purposes hereof:
Corporate Authorizations: Both the execution of this agreement as well as
performance of all obligations herein contained are within the authority of the
Parties, have been approved by the management of each thereof and constitute a
valid and binding agreement.
No Breach: The execution and performance of this agreement by both parties do
not breach nor conflict with the bylaws thereof nor those of the Company nor
breach or violate any legal, administrative or regulatory rule or judicial
resolution notified to, and binding upon, the parties.
THIRD: Miscellaneous. Expenses: All fees, taxes, expenses and costs derived from
this agreement shall be paid equally by both parties.
Governing Law: This agreement is governed by the laws of the Republic of Chile.
Domicile. For all legal purposes derived herefrom, the parties elect their
domicile as the city and borough of Santiago.
Authorities: The authority of the representative of Telefonica Empresas CTC
Chile S.A. is evidenced in the public deed dated July 30, 2002, notarized by Xx.
Xxxxxx Xxxxxxx Xxxxx, Notary Public of Santiago. The authority of the
representatives of Inversiones Xxxxxxxx XX Limitada is evidenced in the public
deed executed October 27, 1995 in the Santiago Notarial Office of Xx. Xxxxxx
Xxxxx Xxxxxx.
NOTARIAL CERTIFICATION: The authenticating Notary does certify that this public
deed is executed in accordance with the Law.
3
In witness whereof, the parties sign after reading. A copy is issued. I attest.
------------------------
XXXXXXX XXXXX XXXXXX
for TELEFONICA EMPRESAS CTC CHILE S.A.
------------------------- -----------------------------
XXXXXX XXXXXXX XXXXXXXXX XXXXX XXXXXXX XXXXXXXXX
for INVERSIONES XXXXXXXX XX LIMITADA
THEY SIGNED BEFORE ME AT PROVIDENCIA 111, 24TH FLOOR, SANTIAGO, SEPTEMBER 26,
2002.
4
