1
Exhibit 99.1
CONTRACT OF PURCHASE-SALE OF SHARES
In the City of Buenos Aires, on February 16, 2001, by and between, U.S. RealTel
Inc., represented herein by Mr. Xxxx Xxxxx, domiciled at Tucuman 1748, 2nd
Floor, Suite 5, Autonomous City of Buenos Aires, hereinafter the "BUYER," party
of the first part, and, Xx. Xxxxxxx Xxxxx, domiciled at [ill.] 000, 0xx Xxxxx,
Xxxxx 000, Xxxx xx Xxxxxx Aires, hereinafter the "SELLER," party of the second
part, it is agreed to execute the present contract of purchase-sale of shares,
subject to the following clauses and conditions:
FIRST -- PURPOSE: By means of the subscription of these presents, the SELLER
sells to the BUYER, and the latter accepts, the entirety of his share holdings
in RealTel de Argentina S.A., consisting of 2,666 (two thousand six hundred
sixty-six) shares of the latter company, which are the property of the SELLER
and which the same represents and warrants are his exclusive property, and that
they are not encumbered or affected by any restriction or encumbrance of any
nature and that, therefore, he is free to dispose of the same.
SECOND -- NOTIFICATION: The SELLER undertakes to notify the transfer mentioned
in the FIRST clause hereinabove to RealTel de Argentina S.A., so that the latter
may make a note in its records with regard to the transfer of shares, entering
it both in the Stock Ledger of RealTel de Argentina S.A., as well as on the
certificates representing said shares, with express instructions to record the
present purchase-sale and empowering it to proceed with the cancellation of the
certificates representing existing shares and to proceed with the issuing of new
certificates representing the shares in the name of the BUYER, should the latter
so request.
THIRD -- PRICE: The BUYER shall pay to the SELLER as total, sole and final
price, the amount of nine hundred thousand U.S. dollars (US$900,000.00), payable
in installments as follows: (i) the sum of six hundred thousand U.S. dollars
(US$600,000.00), in this act, these
2
presents serving as sufficient receipt and acquittance; (ii) the sum of one
hundred thousand U.S. dollars (US$100,000.00) after one hundred eighty days
reckoned as of today's date; (iii) the sum of one hundred thousand U.S. dollars
(US$100,000.00), on February 16, 2002; and (iv) the balance, that is, the sum of
one hundred thousand U.S. dollars (US$100,000.00), on February 16, 2003. Failure
to pay on time the installments that are due shall generate a compensatory and
punitive interest of two percent (2%) monthly. Failure to pay on time one of the
installments shall cause the agreed term to come due, making payment of the
remaining installments immediately demandable.
FOURTH -- INDEMNIFICATION BY THE SELLER: The BUYER and its officers, directors,
employees, shareholders, and representatives and agents shall be indemnified and
held harmless by the SELLER against and with regard to any damage, loss,
deficiency, liability, obligation, undertaking, cost or expense (including
attorney fees and expenses) arising from, or in relation to, any false
information, breach of warranty, or breach of any obligation by the SELLER under
the present contract.
FIFTH -- ADDITIONAL OBLIGATIONS: Subject to the terms and conditions of the
present contract, the parties hereto shall make their best efforts to take, or
order to take, any measure or order to carry out any act that is necessary,
appropriate or advisable under the applicable law for the purpose of perfecting
or implementing the transactions contemplated in the present contract of
purchase-sale of shares, and mutually cooperate with relation to the foregoing,
including, but not limited to, making reasonable efforts (a) to obtain all
waivers, consents, and approvals from other parties to contracts, leases,
mortgages, and other contracts, (b) obtain all consents, approvals, and
authorizations as may be necessary to be obtained under any federal, local or
foreign legislation, (c) lift or rescind any precautionary measure or order that
restricts, or any
2
3
other order that may affect the powers of the parties to perfect the
transactions contemplated in these presents, and (d) to comply with all the
conditions and obligations of the parties under the present contract of transfer
of shares.
SIXTH -- LAW AGAINST CORRUPTION ABROAD: To date, the SELLER has complied with
all his obligations and duties with relation to the company, strictly in
accordance with the applicable laws, the rules and regulations thereof,
including but not limited to all the laws, rules, and regulations of the
Republic of Argentina and all the laws, rules, and regulations of the U.S.,
including but not limited to the U.S. Foreign Corrupt Practices Act (15 U.S.C.
Art. 78dd-2) ("Law against Corruption Abroad").
SEVENTH -- KNOWLEDGE: The BUYER, by virtue of being currently a majority
shareholder of the company and having elected five members of the board of
directors that has been maintained permanently since the commencement of the
company, among them the President who has held said position on an ongoing
basis, is entirely informed of all the company's businesses and operations.
EIGHTH -- DOMICILES -- JURISDICTION: For all purpose of the present contract of
purchase-sale of shares, the parties elect domicile in the place first indicated
above, where all notifications, whether judicial, extra-judicial, or of another
nature, shall be valid. The parties, by mutual agreement, submit to the
exclusive jurisdiction of the Ordinary Courts of First Instance for Commercial
Matters of the City of Buenos Aires, to the exclusion of any other forum or
jurisdiction.
In witness whereof, two copies are signed, one for the SELLER and another for
the BUYER, in the place and on the date indicated at the beginning of the
present Contract of Purchase-sale of Shares.
3
4
[Handwritten: These presents are completed with a photocopy of the checks
received as payment.]
THE SELLER
Consent of the SELLER's spouse
According to the terms of Article 1277
of the Civil Code of the
Republic of Argentina
/s/ Xxxxxxx Xxxxx /s/ Xxx. Xx Xxxxx
----------------- ---------------------
Xxxxxxx Xxxxx Xxx. Xx Xxxxx
THE BUYER
/s/ Xxxx Xxxxx
-----------------
Xxxx Xxxxx
[See original copy of U.S. checks]
4
