Exhibit 17
FIRST AMENDMENT AND WAIVER TO SENIOR SECURED CREDIT AGREEMENT
FIRST AMENDMENT, dated as of May 22, 2002 among LQ INVERSIONES FINANCIERAS
S.A., a sociedad anonima cerrada subject to the rules of sociedades anonimas
abiertas organized and existing under the laws of the Republic of Chile (the
"Borrower"), the lenders party hereto and DEUTSCHE BANK AG, a bank organized
under the laws of the Federal Republic of Germany, Cayman Islands Branch ("DB
Cayman" or the "Administrative Agent"), acting as Lender, Arranger,
Administrative Agent and Collateral Agent in the manner and to the extent
described in Section 10 of the SENIOR SECURED CREDIT AGREEMENT dated as of
January 9, 2002 among the Borrower, DB Cayman, as Arranger, Administrative Agent
and Collateral Agent, and various Lenders party thereto (the "Credit
Agreement").
W I T N E S S E T H :
- - - - - - - - - -
WHEREAS, Section 11.12 of the Credit Agreement provides that neither the
Credit Agreement nor any term thereof may be changed, waived, discharged or
terminated unless such change, waiver, discharge or termination is in writing
signed by the Borrower and the Required Lenders;
WHEREAS, the Borrower intends (i) to create a new Subsidiary to be
denominated "Inversiones SM S.A." or otherwise ("ISM"), 99.9% of the stock of
which will be owned by the Borrower, and (ii) transfer 377,528,973 series A
shares of SM Chile to ISM, as a result of which the Borrower will reduce its
direct participation in such entity from 51.35% to 48.35%;
WHEREAS, the Borrower has informed the Administrative Agent of its
intention to incur new Indebtedness owing to an Affiliate in the amount of
$70,000,000 with a maturity date falling after April 30, 2005, without the
execution of a Subordination Agreement. The new Indebtedness will be entirely
and only used to prepay either the Quinenco Debt or Indebtedness described under
number (2) of Schedule 4.12A of the Credit Agreement, i.e. debt with Empresas
Penta S.A. et al;
WHEREAS, the Borrower has requested that the Lenders make Additional Loans
in an aggregate principal amount of US$15,000,000 (fifteen million Dollars); and
WHEREAS, subject to and upon the terms and conditions set forth herein,
the Lenders party hereto are willing to waive certain terms of the Credit
Agreement and along with the Borrower are willing to amend certain provisions of
the Credit Agreement and DB Cayman is willing to grant the Additional Loan to
the Borrower on the terms and conditions set forth in the Credit Agreement as
hereby amended;
NOW, THEREFORE, in consideration of the mutual promises contained herein
and other valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, the parties hereto agree as follows:
SECTION 1
1.1. Defined Terms. Capitalized terms used herein but not expressly
defined have the meanings assigned to them in the Credit Agreement.
1.2. Credit Agreement. The Credit Agreement shall continue in full force
and effect save as amended and supplemented by this amendment (this
"Amendment"). This Amendment shall not constitute an amendment or waiver of any
provision of the Credit Agreement not expressly referred to herein and shall not
be construed as an amendment, waiver or consent to any action on the part of the
Borrower that would require an amendment, waiver or consent of the
Administrative Agent or the Lenders except as expressly stated herein. Any
reference to the "Credit Agreement" in the Credit Documents or any related
documents shall be deemed to be a reference to the Credit Agreement as amended
by this Amendment.
SECTION 2
2.1. Waiver of event which Produces a Change of Control.
The creation of ISM by the Borrower and the ensuing transfer of
377,528,973 series A shares of SM Chile to ISM would cause a default in the due
performance of the covenant set forth in Section 7.11 of the Credit Agreement
and would cause a Change of Control as defined in Section 9 of the Credit
Agreement and would thereby result in a Default under Sections 8.3 and 8.8,
respectively, of the Credit Agreement.
The Lenders party hereto, as Required Lenders, hereby waive any Default or
Event of Default arising under Sections 7.11, 8.3 and/or 8.8 of the Credit
Agreement as a result of (i) the creation on or prior to September 30, 2002 of
ISM, 99.9% of the stock of which will be owned by the Borrower, and (ii) the
concurrent transfer of 377,528,973 unencumbered series A shares of SM Chile to
ISM, which transactions shall be effected on or subsequent to the Amendment
Effective Date (as defined below).
2.2 Waiver of Indebtedness covenant.
The Borrower incurring new Indebtedness owing to an Affiliate in the
amount of $70,000,000 with a maturity date falling after April 30, 2005, without
the execution of a Subordination Agreement, would cause a default in the due
performance of the covenant set forth in Section 7.4 (a) of the Credit Agreement
and would thereby result in a Default under Section 8.3 of the Credit Agreement.
The Lenders party hereto, as Required Lenders, hereby waive any Default or
Event of Default arising under Sections 7.4 (a) and 8.3 of the Credit Agreement
as a result of the Borrower's incurrence of new Indebtedness owing to an
Affiliate in the amount of $70,000,000 with a maturity date falling after April
30, 2005, without the execution of a Subordination Agreement, provided, that the
proceeds of the new Indebtedness will be entirely and only used concurrently to
prepay either the Quinenco Debt or Indebtedness described under number (2) of
Schedule 4. 12A of the Credit Agreement, i.e. debt with Empresas Penta S.A. et
al.
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2.3. Amendments to the Credit Agreement.
The Credit Agreement is amended as from the Amendment Effective Date as
follows:
(i) Section 1.1(a) (ii) is hereby amended and restated in its entirety to read
as follows:
"(ii) Additional Loans. Not later than May 31, 2002, the Borrower, by
written notice to the Administrative Agent, may request that the Lenders
make an additional loan (each, an "Additional Loan" and, collectively, the
"Additional Loans") in an aggregate principal amount not to exceed such
Lender's Additional Optional Loan Amount. Subject to and upon the terms
and conditions set forth herein, each Lender severally and not jointly
agrees to make an Additional Loan to the Borrower in an aggregate
principal amount not to exceed such Lender's Additional Optional Loan
Amount and which shall be made and initially maintained in a single
Borrowing of LIBOR Loans. The Additional Loans shall be made in a single
Borrowing on the date specified in the Notice of Borrowing referred to in
Section 4A.6. and, once repaid or prepaid, may not be reborrowed. Once
made in accordance with the terms hereof, any and all Additional Loans
shall constitute "Loans" hereunder."
(ii) Section 1.4. is hereby amended by deleting the word "and" at the end of
clause (4), replacing the period at the end of clause (5) with "; and" and by
adding the following clause (6):
"(6) except for the initial Interest Period of the Additional Loans, the
Interest Periods of all Loans shall be of the same duration."
(iii) The following paragraph shall be inserted as Section 4A.6.:
"4A.6. Notice of Borrowing. The Borrower shall have given to the
Administrative Agent at its Notice Office a Notice of Borrowing at least
three Business Day's prior to the Borrowing Date; provided, however, that
any such notice shall be deemed to have been given on a certain day only
if given before 12:00 Noon (New York time) on such day. Such Notice of
Borrowing shall, except as provided in Section 1.5, be irrevocable and
shall be given by the Borrower substantially in the form of Exhibit A
hereto, appropriately completed to specify the aggregate principal amount
of the Additional Loans to be made pursuant to the Borrowing, the date of
Borrowing (which shall be a Business Day) and the length of the initial
Interest period, provided that the initial Interest Period of the
Additional Loans shall end on the same date as the then current Interest
Period. The Administrative Agent shall promptly give each Lender required
to make such Loans written notice of the proposed Borrowing, of such
Lender's proportionate share thereof and of the other matters required to
be specified in the Notice of Borrowing."
(iv) Section 5.27. is hereby amended and restated in its entirety to read as
follows:
"5.27 Indebtedness. SM Chile has no Indebtedness or preferred stock
outstanding. The Borrower has no Indebtedness or preferred stock
outstanding other than the Loans and other Indebtedness listed on Schedule
4.12A. The assets of the Borrower are subject to no
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Lien securing Indebtedness other than Liens created pursuant to the Stock
Pledge Agreement, the Negative Pledge Agreement, other Liens listed on
Schedule 4.12B and Liens created pursuant to Section 6.12."
(v) Section 7.4. is hereby amended by adding the following paragraph (c):
"(c) The Borrower will not permit ISM to, directly or indirectly,
contract, create, incur, assume, suffer or permit to be outstanding any
Indebtedness other than unsecured Indebtedness owing to the Borrower in an
amount not to exceed US$500,000 at any time."
(vi) Section 7.8. is hereby amended by replacing the word "or" at the end of
clause (c) with a comma and by adding the following before ", provided that" in
such section:
"or (e) repay in whole or in part (whether directly, by exercise of any
right of set-off or otherwise) the Affiliate Debt, regardless of whether
such payment is made at the stated maturity, upon acceleration or
otherwise, unless such payment is made after November 30, 2004 and
immediately after giving effect to such payment, no Default or Event of
Default shall have occurred and be continuing"
(vii) Section 7.9 is hereby amended and restated in its entirety to read as
follows:
"Limitation on Certain Restrictions on Subsidiaries. The Borrower will
not, and will not permit any of the Bank, SM Chile, SAOS or ISM to
directly or indirectly, create or otherwise cause or suffer to exist or
become effective any encumbrance or restriction on the ability of any of
the Bank, SM Chile, SAOS or ISM to pay dividends or make any other
distributions on its capital stock or any other interest or participation
in its profits owned by the Borrower or any of the Bank, SM Chile, SAOS or
ISM, except for such encumbrances or restrictions existing under or by
reason of (i) applicable law, (ii) this Agreement and the other Credit
Documents, (iii) any agreement in effect on the Effective Date (as such
agreement is in effect on the Effective Date), (iv) any agreement or
instrument entered into after the Effective Date pursuant to which
Indebtedness was incurred if the encumbrances or restrictions created
thereby are, in the good faith judgment of the Borrower, no more
restrictive than such encumbrances and restrictions as exist under or by
reason of any agreement in effect on the Effective Date (as such agreement
is in effect on the Effective Date) and (v) any amendments, modifications,
restatements, renewals, increases, supplements, refundings, replacements
or refinancings of contracts, instruments or obligations of any agreement
referred to in clause (iii) or (iv) above; provided that such amendments,
modifications, restatements, renewals, increases, supplements, refunding,
replacements or refinancing taken as a whole are, in the good faith
judgment of the Borrower, no more restrictive with respect to such
encumbrances and restrictions than those contained in the encumbrances and
restrictions prior to such amendment, modification, restatement, renewal,
increase, supplement, refunding, replacement or refinancing."
(viii) Section 8.4 (b) is hereby amended and restated in its entirety to read as
follows:
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"(b) Any Indebtedness of the Bank, SM Chile, SAOS or ISM shall be declared
to be (or shall become) due and payable, or required to be prepaid other
than by a regularly scheduled required prepayment, prior to the stated
maturity thereof; provided, however, that it shall not be a Default or an
Event of Default under this Section 8.4(b) unless the aggregate principal
amount (or, with respect to Indebtedness under Interest Rate Protection
Agreements, Hedging Agreements or any similar type of agreement, the
termination amount) of all such Indebtedness is at least $30,000,000; or"
(ix) Section 8.5 is hereby amended and restated in its entirety to read as
follows:
"Bankruptcy. etc. Any of the Borrower, the Bank, SM Chile, SAOS or ISM
shall commence a voluntary case concerning itself under any bankruptcy law
of Chile (including, for these purposes, Title XV of the Chilean General
Banking Act) or any other jurisdiction or Title 11 of the United States
Code entitled "Bankruptcy," as now or hereafter in effect, or any
successor thereto (the "Bankruptcy Code") or an involuntary case is
commenced against any of the Borrower, the Bank, SM Chile, SAOS or ISM
under any such laws, and the petition is not controverted within 10 days,
or is not dismissed within 30 days, after commencement of the case; or a
custodian (as defined in the Bankruptcy Code) or sindico is appointed for,
or takes charge of, all or substantially all of the property of any of the
Borrower, the Bank, SM Chile, SAOS or ISM, or any of the Borrower, the
Bank, SM Chile, SAOS or ISM commences any other proceeding under any
reorganization, arrangement, adjustment of debt, relief of debtors,
dissolution, insolvency or liquidation or similar law of any jurisdiction
whether now or hereafter in effect relating to itself, or there is
commenced against any of the Borrower, the Bank, SM Chile, SAOS or ISM any
such proceeding which remains undismissed for a period of 30 days, or any
of the Borrower, the Bank, SM Chile, SAOS or ISM is adjudicated insolvent
or bankrupt; or any order of relief or other order approving any such case
or proceeding is entered; or any of the Borrower, the Bank, SM Chile, SAOS
or ISM suffers any appointment of any custodian or the like for it or any
substantial part of its property to continue undischarged or unstayed for
a period of 30 days; or any of the Borrower, the Bank, SM Chile, SAOS or
ISM makes a general assignment for the benefit of creditors; or any of the
Borrower, the Bank, SM Chile, SAOS or ISM shall generally not pay its
debts as they become due or there shall otherwise occur a cesacion de
pagos (within the meaning of Chilean or other applicable law); or any
corporate action is taken by any of the Borrower, the Bank, SM Chile, SAOS
or ISM for the purpose of effecting any of the foregoing; or"
(x) Section 8.11. is hereby amended by adding the word "or" at the end of such
section.
(xi) The following paragraph shall be inserted as Section 8.12.:
"8.12. Payment of fees. The Borrower shall fail to pay to the
Administrative Agent the fee set forth in the Fee Letter in connection
with the Additional Loan on or before the date set forth therein;"
(xii) The following definitions are added to Section 9 in alphabetical order:
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""Affiliate Debt" shall mean Indebtedness of the Borrower to be owed to
Andsberg Finance Corp. Ltd. in an aggregate principal amount not in excess
of US$70,000,000, all of the proceeds of which will be applied
concurrently with its incurrence thereof to prepay either Quinenco Debt or
Indebtedness described under number (2) of Schedule 4.12A of this
Agreement. The Affiliate Debt shall not bear interest at a rate which is
higher than LIBOR plus 2.6% per annum (including interest, fees and any
other amounts payable thereunder, other than principal and applicable
taxes and any amounts paid pursuant to any "gross-up" included
thereunder), nor contemplate payments of principal on or before November
30, 2004."
""ISM" shall mean a sociedad anonima to be organized under the laws of the
Republic of Chile under the name of"Inversiones SM S.A." or otherwise,
99.9% of the stock of which will be owned by the Borrower."
(xiii) The definition of Change of Control under Section 9 of the Credit
Agreement is hereby amended and restated in its entirety to read as follows:
""Change of Control" shall mean the occurrence of any one or more of the
following: (i) the Borrower shall transfer any voting securities of Banco
de Chile to SM Chile or any other Restricted Subsidiary; (ii) the Borrower
(x) shall cease to own directly or indirectly voting securities
representing more than 50% of the aggregate voting power of the
outstanding voting securities of Banco de Chile or shall not have the
unrestricted power directly or indirectly (by ownership of equity stock,
contract or otherwise) to elect, or for any reason shall not have elected,
directly or indirectly, a majority of the directors of Banco de Chile, (y)
shall cease to own voting securities representing more than 20% of the
economic value of the outstanding equity securities of Banco de Chile or
voting securities representing 48.35% or more of the economic value of the
outstanding equity securities of SM Chile or (z) shall cease to own voting
securities representing 99.9% of the aggregate voting power of the
outstanding equity securities of ISM; (iii) Quinenco (x) shall cease to
own, directly or indirectly, voting securities representing more than 50%
of the aggregate voting power of the outstanding equity securities of the
Borrower or shall not be entitled (by ownership of voting stock, contract
or otherwise) to elect, directly or indirectly, or for any reason shall
not have elected; directly or indirectly, a majority of the directors of
the Borrower or (y) shall cease to own, directly or indirectly, voting
securities representing more than 50% of the economic value of the
outstanding equity securities of the Borrower; (iv) the Xxxxxx Group (x)
shall cease to own, directly or indirectly, voting securities representing
more than 50% of the aggregate voting power of the outstanding equity
securities of Quinenco or shall not be entitled (by ownership of voting
stock, contract or otherwise) to elect, or for any reason shall not have
elected, directly or indirectly, a majority of the directors of Quinenco
or (y) shall cease to own, directly or indirectly, voting securities
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representing more than 50% of the economic value of the outstanding equity
securities of Quinenco ; (v) SM Chile shall cease to own voting securities
representing 18.48% or more of the economic value of the outstanding
equity securities of Banco de Chile or voting securities representing 100%
of the economic value of the outstanding equity securities of SAOS; (vi)
SAOS shall cease to own voting securities representing 42% or more of the
economic value of the -outstanding equity securities of Banco de Chile; or
(vii) ISM shall cease to own voting securities representing more than
1.65% of the economic value of the outstanding equity securities of SM
Chile. For purposes of this definition, (x) the terms "beneficially own"
and "group" shall have the respective meanings ascribed to them pursuant
to Section 13(d) of the U.S. Securities Exchange Act of 1934, as amended
(y) any Person or group shall be deemed to beneficially own any voting
securities beneficially owned by any other Person (the "parent entity") so
long as such Person or group beneficially owns, directly or indirectly,
voting securities of the parent entity representing at least a majority of
the voting power of the then outstanding voting securities of the parent
entity and no other Person or group has the right to designate or appoint
a majority of the directors of such parent entity and (z) in the event
that a specified person owns voting securities in one or more holding
companies having voting securities in the referenced entity, the voting
securities in each holding company will be attributed a voting power in
the referenced entity equal to the product of (A) the percentage of the
holding company voting power represented by such voting securities
multiplied by (B) the percentage of the referenced entity voting power
represented by the voting securities in such referenced entity owned by
the holding company. For purposes of this definition, the term "economic
value" shall mean on the date of determination the value of the shares of
SM Chile or Banco de Chile, as the case may be, as determined by the most
recent share price of such security on the Xxxxxxxx Stock Exchange."
(xiv) The definition of Restricted Subsidiary under Section 9 of the Credit
Agreement is hereby amended and restated in its entirety as follows:
""Restricted Subsidiary" shall mean any Subsidiary of the Borrower
(including, without limitation, ISM), other than Banco de Chile, and any
of their respective Subsidiaries."
(xv) Schedule A is hereby replaced in its entirety with Schedule A hereto.
SECTION 3
3.1. Conditions to Effectiveness. (a) Except as set forth in paragraph (b)
below, this Amendment shall become effective on the date (the "Amendment
Effective Date") when all of the following conditions have been satisfied:
(i) Execution of Counterparts. The Administrative Agent shall have
received counterparts of this Amendment, duly executed and delivered on behalf
of the Borrower and the
(ii) Payment of Expenses. The Administrative Agent shall have received
payment of or reimbursement for all of its reasonable out-of-pocket costs and
expenses incurred in connection with this Amendment and any other documents
prepared in connection herewith, including, without limitation, the reasonable
fees and disbursements of Claro y Cia. and Debevoise & Xxxxxxxx, counsel to the
Administrative Agent.
(iii) Legal Opinion. The Administrative Agent shall have received from
Chilean counsel to the Borrower, an opinion addressed to each of the Agents and
each of the Lenders and dated the date hereof, reasonably satisfactory in form
and substance to counsel to the Administrative Agent.
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(iv) Legal Details, etc. All documents executed or submitted pursuant
hereto shall be satisfactory in form and substance to the Administrative Agent
and its counsel. The Administrative Agent and its counsel shall have received
all information and such counterpart originals or such certified or other copies
or such materials, as the Administrative Agent or its counsel may reasonably
request, and all legal matters incident to the transactions contemplated by this
Amendment shall be satisfactory to the Administrative Agent and its counsel.
(v) No Default. No Default or Event of Default shall have occurred and be
continuing on the Amendment Effective Date or after giving effect to this
Amendment.
(b) The amendment to the Credit Agreement set forth in Section 2.3.(xiii)
of this Amendment shall become effective on the later of the Amendment Effective
Date and the date ISM is incorporated and at least 99.9% of its voting
securities have been issued to the Borrower.
3.2. Representations and Warranties. In order to induce the Administrative
Agent and the Lenders to enter into this Amendment, the Borrower hereby
represents and warrants to the Administrative Agent and the Lenders that the
representations and warranties of the Borrower contained in the Credit Documents
are true and correct in all material respects on and as of the Amendment
Effective Date (after giving effect hereto) as if made on and as of the
Amendment Effective Date (except where such representations and warranties
expressly relate to an earlier date in which case such representations and
warranties were true and correct in all material respects as of such earlier
date); provided that all references to the "Credit Agreement" in any Credit
Document shall be and are deemed to mean the Credit Agreement as amended hereby.
3.3. Acknowledgment and Reaffirmation. The Borrower hereby reaffirms, as
of the Amendment Effective Date, (a) the covenants and agreements contained in
each Credit Document to which it is a party, including, in each case, as such
covenants and agreements may be modified by this Amendment and the transactions
contemplated hereby, and (b) its obligations with respect to collateral security
under each other Credit Document to which it is a party.
3.4. Course of Dealing, etc. The Borrower hereby acknowledges and agrees
that the acceptance by each Lender of this document shall not be construed in
any manner to establish any course of dealing on any Lender's part, including
the providing of any notice or the requesting of any acknowledgment not
otherwise expressly provided for in any Credit Document with respect to any
future amendment, waiver, supplement or other modification to any Credit
Document or any arrangement contemplated by any Credit Document.
SECTION 4
4.1. Governing Law. This Amendment and the rights and obligations of the
parties hereunder shall be construed in accordance with and be governed by the
laws of the State of New York, without regard to principles of conflicts of law
to the extent the application of the laws of another jurisdiction would be
required thereby.
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4.2. Counterparts. This Amendment may be executed by the parties hereto in
any number of separate counterparts and all of said counterparts taken together
shall be deemed to constitute one and the same instrument.
[SIGNATURE PAGES FOLLOW]
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IN WITNESS WHEREOF, the parties hereto have caused their duly authorized
officers to execute and deliver this Amendment as of the date first above
written.
Address:
Xxxxx Xxxxxxx Xxxxxx Xxx 00 LQ INVERSIONES FINANCIERAS S.A.,
Piso 14 as Borrower
Las Xxxxxx, Xxxxxxxx de Chile
Attention: Xxxx Xxxxxxxx Xxxxxxx B.
Fax No." (000) 000-0000 By:
-----------------------------------
Name: Xxxxxxxxx Xxxxx Xxxxxxxx
Title: President
By:
-----------------------------------
Name: Xxxx Xxxxxxxx Xxxxxxx B.
Title: General Manager
Address:
P.O. Box 1984 GT DEUTSCHE BANK AG
Elizabethan Square CAYMAN ISLANDS BRANCH, as
Georgetown, Grand Cayman administrative Agent and Lender
British West Indies
Attention: Xxxxxxx Xxxxxxxx
Fax No." (000) 000-0000 By:
------------------------------------
Name: Anand Dutta
Title: Attorney-in-Fact
By:
------------------------------------
Name: Xxxxxx Xxxxx
Title: Vice President
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Address:
Martensdamm LANDESBANK SCHLESIG-HOLSTEIN
D-24103 GIROZENTRAL, as Lender
Kiel, Germany
By:
------------------------------------
Name: Xxxxxxxxx Xxxxx
Title: Senior Vice President
By:
------------------------------------
Name: Xxxxx Xxxxx
Title: Senior Vice President
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This Page is a Signature Page to the First Amendment and Waiver to Senior
Secured Credit Agreement dated as of 22 May 2002 among LQ Inversiones
Financieras S.A. (the Borrower), the lenders party hereto and Deutsche Bank AG
(DB Cayman or the Administrative Agent) acting as Lender, Arranger,
Administrative Agent and Collateral Agent.
Address:
Neuer Jungerstieg 16 DRESDNER BANK LATEINAMERIKA
D-20354 AKTIENGESELLSCHAFT, as Lender
Hamburg, Germany
By:
------------------------------------
Name: Xxxxxxxxx
Title: Asst. Treasurer
By:
------------------------------------
Name: Xxxxxxxx
Title: Asst. Treasurer
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Address:
Xx. Xxxxxxxxxx Xxxxxxxx X'Xxxxxxx 000, BANCO DESARROLLO, as Xxxxxx
Xxxx 0
Xxxxxxxx, Xxxxx
By:
------------------------------------
Name: Xxxx Xxxxxxx Olmeno
Title: Gerente General Adjunto Comercial
By:
------------------------------------
Name: Xxxxxxx Xxxx Xxxxxx
Title: Gerente Zonal Metrop. Centro.
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Address:
Augustinas 621, Piso 5 BANCO SECURITY S.A., as Lender
Santiago, Chile
By:
------------------------------------
Name: Xxxxxxxxx Xxxxxxxx Xxxxxx
Title: Chief Corporate Banking Officer
By:
------------------------------------
Name: Xxxxxxxxx Xxxxxxx Xxxxxxx
Title: Corporate Banking Officer
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SCHEDULE A
LOAN COMMITMENTS AND ADDITIONAL OPTIONAL LOAN AMOUNTS
Additional Optional
Lender Loan Commitment Loan Amount
------ --------------- -----------
Deutsche Bank AG $18,000,000 $15,000,000
Cayman Islands
Branch
Landesbank $15,000,000
Schleswig-Holstein
Girozentrale
Dresdner Bank $20,000,000
Lateinamerika
Aktiengesellschaft
Banco del Desarrollo $7,000,000
Banco Security S.A. $5,000,000
Total: $65,000,000 $15,000,000
----------- -----------
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