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Exhibit 2.4
AGREEMENT
In Santiago, Chile, on October 4, 1999, between COMPANIA DE TELECOMUNICACIONES
DE CHILE S.A. ("CTC"), a Chilean corporation operating in the telecommunications
industry, represented by its General Manager Xx. Xxxxxxx Xxxxx Xxxxxx, both
domiciled for these purposes at Providencia 111; COMPANIA DE TELEFONOS DE CHILE
- TRANSMISIONES REGIONALES S.A. ("CTC Mundo"), a Chilean corporation operating
in the telecommunications industry, represented by its General Manager Xx. Xxxxx
Xxxxxx Xxxxxxxx, both domiciled for these purposes at Providencia 111, Xxxxxxxx;
and TERRA NETWORKS S.A. ("TN"), a Spanish corporation operating in the
telecommunications industry, with domicile at Edificio Atica No. 1, Xxx xx xxx
Xxx Xxxxxxxxx 00, Xxxxxxx xx Xxxxxxx 00000, Madrid, Spain, represented, as shall
be set forth, by Mr. Xxxx Xxxxx Xxxxx de Buruaga, of the same domicile as above,
who state the following:
ONE: Pursuant to a private document of this date signed by CTC Mundo and
Telefonica Interactiva Chile Ltda. (hereinafter to be referred to as "TI
Chile"), the former sold the latter its entire ownership interest, which to date
totaled 95% of the outstanding shares (while promising to sell the remaining 5%)
in the Chilean telecommunications firm known as "Proveedora de Servicios de
Conectividad S.A." ("CTC Internet"), which is dedicated to providing internet
access services and other complementary and related services. CTC Mundo will
also have an option to invest the proceeds from the sale of its CTC Internet
shares in shares of TN.
TWO: As a consequence of TN's interest in incorporating into its property CTC
Internet S.A. in order to expand its strategy of developing the Internet
business in South America, and of CTC's correlating interest in receiving a
portion of the benefits that will result in the event that it participates in
such strategy in its capacity as shareholder of TN, each party assumes the
following commitments:
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ONE. CTC.
CTC and CTC Mundo will provide CTC Internet with all telecommunications
services, as well as those complementary and related services (such as billing
and collection services, commercial distribution and other similar services)
that they are currently providing or that they will provide in the future,
subject to market terms and in any case under conditions at least equal to the
most favorable terms at which they are providing them to third parties at such
time as those services are requested by CTC Internet. This obligation of CTC and
of CTC Mundo will also be extended to the services they provide through their
subsidiaries. Finally, any corporations affiliated with CTC and CTC Mundo shall
act diligently and in good faith in ensuring that such companies provide the
services required by CTC Internet under the same terms as they would be required
to do so themselves had they been the direct service providers.
CTC Mundo and CTC promise to give preference to the services of CTC Internet in
carrying out their business activities relating to Internet products and
services to residential customers. The commitment by CTC and CTC Mundo to give
preference to CTC Internet in providing the aforementioned services will be
subject to such services' being provided by CTC Internet under the same market
terms and in any case, under conditions at least equal to the most favorable
terms at which it is providing them to third parties at the time they are
requested by CTC, CTC Mundo, or the corporations controlled thereby.
TWO. TN.
TN promises to ensure that its Chilean subsidiary, CTC Internet, gives
preference to the telecommunications services provided by CTC, CTC Mundo, and
their respective subsidiaries, to the extent that they are provided to CTC
Internet under the terms mentioned in number One above.
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THREE: Duration. This Agreement shall apply for a period of ten (10) years
counting from this date, provided that TN remains as direct or indirect majority
shareholder of CTC Internet.
FOUR: Breach of contract. Failure to fulfill the obligations provided for in
this Agreement shall not entitle any party to request its cancellation, but
rather only the right to require enforcement of compliance and the respective
indemnification of losses.
FIVE: Arbitration. In the event of any dispute relating to the validity,
interpretation or fulfillment of this Agreement, the validity or interpretation
of this clause Five, the jurisdiction of the arbitrator appointed in accordance
with this clause, or the rights or obligations of the parties originating
therefrom, such dispute must be resolved by an arbitrator, who shall be Xx. Xxxx
Xxxxxx Xxxxxx, or in the event that he is disqualified or does not wish to
undertake the assignment, then the arbitrator shall be Xxxxxxx Xxxxxxxxxxx
Xxxxxxx, or in the event that he is disqualified or does not wish to undertake
the assignment, then the arbitrator shall be Xx. Xxxx Xxxxxx Xxxx Zegera, or in
the event that he is disqualified or does not wish to undertake the assignment,
then the arbitrator shall be selected by the parties. If the parties are unable
to come to an agreement as to the appointment of the arbitrator within
twenty-five (25) days of determining that none of the arbitrators appointed
above are qualified or wish to undertake the assignment, the arbitrator shall be
appointed by the Ordinary Civil Courts of Santiago and the appointment must
correspond to an individual who has served for at least five consecutive years,
or for a similar period within the past ten years, as full professor in a chair
of commercial or civil law at the Catholic University of Xxxxxxxx or at the
University of Chile in Santiago, Chile. Any such arbitrator must act as
arbitrating arbitrator with respect to matters of procedure and grounds and must
hand down a decision within a period not to exceed 180 days from the date of his
appointment. The arbitrator's decision shall be final and not subject to appeal,
with the disputing parties hereby waiving any other recourse they may have.
Enforcement of the arbitration award may be requested from any court with
jurisdiction.
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SIX: Notifications: Any notifications, requests, demands or other communications
that must be issued to any of the contracting parties must be set forth in
writing, sent to the following addresses (or to such other addresses as may have
been communicated in similar fashion) and be personally delivered, or be sent by
certified or registered mail, with prepaid postage or return receipt requested,
or by fax confirmed by certified mail:
If to CTC:
Compania de Telecomunicaciones de Chile S.A.
Xxxxxxx Xxxxxxxxxxx 000, xxxx 00, Xxxxxxxx
Xxxx.: Xxxxxxx Xxxxx Xxxxxx
Fax: 000 0000
If to CTC Mundo:
Compania de Telefonos de Chile S.A.
Transmisiones Regionales S.A.
Xxxxxxx Xxxx No. 72, piso 12, Santiago
Attn.: Xxxxx Xxxxxx Xxxxxxxx
Fax: 000 0000
TERRA NETWORKS, S.A.
Edificio Atica, No. 1
Via de las Dos Xxxxxxxxx 00
Xxxxxxx xx Xxxxxxx 00000 Xxxxxx (Xxxxx).
Attn.: Xxx. Xxxxxxxx Xxxxxx
With copy to: Xxxx Xxxxxxxxx Xxxxxxxxx (Law Offices of Philipi Yrarrazaval
Xxxxxx & Xxxxxx)
Fax: (000) 000 00 00
SEVEN: For all purposes of this Agreement, the parties hereby establish special
domicile in the city and commune of Santiago. This agreement shall be governed
by Chilean law.
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EIGHT: This Agreement and its related documents constitute the complete
agreement between the parties, and shall replace any other prior agreement
between the parties on the same matters, with the exception of the Agreement of
Intent entered into on June 21, 1999 between TN and CTC Mundo.
NINE: This agreement is hereby signed in duplicate, with one copy to remain in
the possession of each party.
[signature] [signature]
Xxxxxxx Xxxxx Xxxxxx Xxxxx Xxxxxx Xxxxxxxx
for CTC S.A. for CTC Mundo S.A.
[signature]
Xxxx Xxxxx Xxxxx de Buruaga
for Terra Networks S.A.
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