Amendment No. 1
to
Preferred Stock Agreement
by and between
PHILIPPINE LONG DISTANCE TELEPHONE COMPANY
AND
CITIBANK, N.A.,
As Depositary
Dated as of September 6, 1999
Related to the Purchase of Series III Convertible Preferred Stock and the
Deposit Thereof in Accordance with the Preferred Stock Deposit Agreement
AMENDMENT NO. 1 TO PREFERRED STOCK AGREEMENT
AMENDMENT NO. 1 TO PREFERRED STOCK AGREEMENT, is dated as of September
6, 1999 (the "Amendment"), between PHILIPPINE LONG DISTANCE TELEPHONE COMPANY, a
corporation organized and existing under the laws of the Republic of the
Philippines, (the "Company") and CITIBANK, N.A., a national banking association
organized under the laws of the United States of America and acting solely as
depositary ("the Depositary").
W I T N E S S E T H T H A T
WHEREAS, the parties hereto have entered into that certain Preferred
Stock Agreement, dated as of November 29, 1994 (the "Preferred Stock
Agreement"), relating to the purchase of Series III Convertible Preferred Stock
and the deposit thereof in accordance with the Preferred Stock Deposit
Agreement, dated as of November 29, 1994, as amended by Amendment No. 1 to
Deposit Agreement, dated as of September 6, 1999 (collectively, the "Preferred
Stock Deposit Agreement") between the Depositary and all Holders and Beneficial
Owners from time to time of Global Depositary Receipts;
WHEREAS, the Company and the Depositary deem it necessary and desirable
to amend the Preferred Stock Agreement for the purposes set forth herein;
NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the Company and the Depositary
hereby agree as follows:
ARTICLE I.
DEFINITIONS
Section 1.01. Definitions. All capitalized terms used, but not
otherwise defined herein, shall have the meaning given to such terms in the
Preferred Stock Agreement.
ARTICLE II.
AMENDMENTS TO AGREEMENT
Section 2.01. Preferred Stock Agreement. All references in the
Preferred Stock Agreement to the terms "Preferred Stock Agreement" or "this
Agreement" shall, as of the date hereof refer to the Preferred Stock Agreement,
dated as of November 29, 1994, as amended by this Amendment.
Section 2.02. Termination. Section 11 of the Preferred Stock Agreement
is hereby amended by inserting the following phrase at the end of the first
sentence:
"provided that, if the Company shall provide to the Depositary
a notice announcing a mandatory conversion of any or all the
Shares constituting Deposited Securities (such an event, a
"Mandatory Conversion") prior to or simultaneously with a
notice of termination, the Depositary shall, at the
direction of the Company, terminate the Deposit Agreement by
mailing notice of such termination to Holders of all GDRs then
outstanding at least 60 days prior to the date fixed in such
notice for such termination."
ARTICLE III.
REPRESENTATIONS AND WARRANTIES
Section 3.01. Representations and Warranties. The Company represents
and warrants to, and agrees with, the Depositary that:
(a) This Amendment, when executed and delivered by the
Company, and all other documentation executed and delivered by the Company in
connection therewith, will be duly and validly authorized, executed and
delivered by the Company, and constitute the legal, valid and binding
obligations of the Company, enforceable against the Company in accordance with
their respective terms, subject to bankruptcy, insolvency, fraudulent transfer,
moratorium and similar laws of general applicability relating to or affecting
creditors' rights and to general equity principles; and
(b) In order to ensure the legality, validity, enforceability
or admissibility into evidence of this Amendment or the Preferred Stock
Agreement as amended hereby, and any other document furnished hereunder or
thereunder in the Republic of the Philippines, neither of such agreements need
be filed or recorded with any court or other authority in the Republic of the
Philippines, nor does any stamp or similar tax need to be paid in the Republic
of the Philippines on or in respect of such agreements; and
ARTICLE IV.
MISCELLANEOUS
Section 4.01. Effective Date. This Amendment shall be effective as of
the date first set forth above.
Section 4.02. Ratification. Except as specifically amended by this
Amendment, (a) the Preferred Stock Agreement shall continue in full force and
effect in accordance with the terms and provision thereof and (b) such terms and
provisions are hereby ratified and confirmed in all respects.
Section 4.03. Governing Law. This Amendment shall be interpreted and
all rights hereunder and thereunder and provisions hereof and thereof shall be
governed by the laws of the State of New York.
Section 4.04. Counterparts. This Amendment may be executed in any
number of counterparts, each of which shall be deemed an original and all of
such counterparts shall constitute one and the same instrument.
IN WITNESS WHEREOF, the Company and the Depositary have caused this
Amendment to be executed by representatives thereunto duly authorized as of the
date set forth above.
PHILIPPINE LONG DISTANCE TELEPHONE COMPANY
By: /s/ Xxxxxxxx Xxx-Xxxx
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Name: Xxxxxxxx Xxx-Xxxx
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Title: Treasurer
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CITIBANK, N.A., as Depositary
By: /s/ Emi Mak
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Name: Emi Mak
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Title: Vice President
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