EXHIBIT 10.2
ANOTARIA
MUSALEM
DIGEST No. 14.259-2002
3-1624/12
AMENDMENT TO SYNDICATED LOAN FACILITY OPENING AGREEMENT
by and between
IBEROAMERICAN RADIO HOLDINGS UNO CHILE S.A.,
as Debtor
BLAYA Y XXXX X.X. ET AL
as Sureties and Joint and Several Co-Debtors
BANCO DE CHILE
CORPBANCA
SCOTIABANK SUD AMERICANO AND
BANKBOSTON, N.A., Chile Branch,
as Creditors
and
DEUTSCHE BANK TRUST COMPANY AMERICAS
as Agent Bank and Creditor
IN XXXXXXXX DE CHILE, this twelfth day of December of year two thousand and two,
before me, XXXXXX XXXXXXX XXXXXXX, Notary Public appointed in replacement of
Notary Public XXXX XXXXXXX XXXXXX, in charge of the Forty-Eighth Notary Public's
Office of Santiago, domiciled in this city, at Huerfanos seven hundred and
seventy, third floor, as per Decrees Nos. five hundred and fifty four - two
thousand and two and five hundred and sixty-nine - two thousand and two, both
issued by the President of the Court of Appeals on October four and November
eleven of the current year, respectively, entered into the Book of Notarial
Records at the end of registrations made in November, there
appear: Xx. Xxxx Xxxxxxx Xxxxxxx Xxxxx, Chilean, married, engineer, ID No. seven
million seven hundred and seventy-five thousand eight hundred and seventeen -
eight and Xx. Xxxxxx Xxxxxxxxx Xxxxxx, Chilean, married, business administrator,
ID number seven million thirteen thousand three hundred and seventy-four - one,
both in the name, as it will be evidenced, of: a) IBEROAMERICAN RADIO HOLDINGS
UNO CHILE S.A., a corporation [SOCIEDAD ANONIMA] engaged in communications and
radio broadcasting, individual tax payer number ninety-six million eight hundred
and sixty-seven thousand nine hundred and ninety - two, hereinafter also called
"Radio Uno" or the "Debtor"; b) CLAXSON CHILE S.A., formerly IBEROAMERICAN MEDIA
HOLDINGS CHILE S.A., a corporation [SOCIEDAD ANONIMA] engaged in
telecommunications and investments, individual tax payer number ninety-six
million eight hundred and sixty-three thousand eight hundred and thirty - zero,
hereinafter also called "Claxson Chile"; c) BLAYA Y XXXX X.X., a corporation
[SOCIEDAD ANONIMA] engaged in radio broadcasting, individual tax payer number
eighty-two million sixty-six thousand five hundred - seven, hereinafter also
called "Blaya"; d) IBEROAMERICAN RADIO HOLDINGS CHILE S.A., a corporation
[SOCIEDAD ANONIMA] engaged in communications and radio broadcasting, individual
tax payer number ninety-six million eight hundred and sixty-three thousand seven
hundred and ninety - eight, hereinafter also called "Radio Holdings"; e)
COMPANIA DE RADIOS S.A., a corporation [SOCIEDAD ANONIMA] engaged in radio
broadcasting, individual tax payer number ninety-six million eight hundred and
fifty-eight thousand and ninety - six, hereinafter also called "Compania de
Radios"; f) RADIODIFUSION IBEROAMERICAN CHILE S.A., a corporation [SOCIEDAD
ANONIMA] engaged in radio broadcasting, individual tax payer number ninety-six
million eight hundred and sixty-three thousand eight hundred and twenty - three,
hereinafter also called "Radiodifusion"; g) RADIODIFUSORA TRANSITORIA S.A., a
corporation [SOCIEDAD ANONIMA] engaged in radio broadcasting, individual tax
payer number ninety-six million eight hundred and fifty-eight thousand and
seventy - one, hereinafter also called "Transitoria"; h) AURORA S.A., a
corporation [SOCIEDAD ANONIMA] engaged in radio broadcasting, individual tax
payer number ninety-six million eight hundred and ninety thousand four hundred
and ninety - six, hereinafter also called "Aurora"; i) SOCIEDAD DE RADIODIFUSION
EL LITORAL LIMITADA, a limited liability company engaged in radio broadcasting,
individual tax payer number seventy million six hundred and thirty-four thousand
- nine, hereinafter also called " El Litoral"; j) ABRIL S.A., a corporation
[SOCIEDAD ANONIMA] duly organized and validly existing under the laws of the
Republic of Chile, engaged in radio broadcasting, Individual Tax Payer Number
ninety-six million eight hundred and four thousand seven hundred and seventy -
one, hereinafter also called "Abril", all the aforementioned companies domiciled
to these effects in this city at Xxxxxxxx Xxxxx number one thousand seven
hundred and eighty-three, Providencia, Santiago; and k) RED DE TELEVISION
CHILEVISION S.A., a closed corporation [SOCIEDAD ANONIMA] engaged in
telecommunications, individual tax payer number ninety-six million six hundred
and sixty-nine thousand five hundred and twenty - K, hereinafter indistinctly
"Chilevision", domiciled to these effects, in the same place as its
representatives, at Xxxx Xxxxx Urrejola number zero eight two five, Providencia,
Santiago; Xx. Xxxxxxx Xxx Del Solar, Chilean, unmarried, commercial engineer, ID
number five million five hundred and twenty-five thousand and sixty-five - zero
and Xx. Xxxxx Xxxxxx Xxxxxxx Xxxxxx, Chilean, married, commercial engineer, ID
number six million seven hundred and thirty-five thousand three hundred and
ninety-eight - six, both domiciled for these effects in this city at Xxxxxxx
2
number two hundred and fifty-one, Santiago, and both, in addition, acting
jointly on behalf, as it will be evidenced, of BANCO DE CHILE, a corporation
[SOCIEDAD ANONIMA] engaged in banking, domiciled at the same place as its
representatives, individual tax payer number ninety-seven million four thousand
- five, as legal successor of BANCO DE X. XXXXXXX and hereinafter also called
"Banco de Chile"; Xx. Xxxxxxx Xxxxxx Del Rio, Chilean, unmarried, commercial
engineer, ID number eight million four hundred and fifty-one thousand one
hundred and sixty-five - K and Xx. Xxxxx Xxxxxxxxx Ziliani, Chilean, married,
commercial engineer, ID number seven million one hundred and seventy-one
thousand and fifty-two - one, both domiciled to these effects in this city at
Avenida Apoquindo number three thousand four hundred and fifty-seven, Las
Condes, and both, in addition, acting jointly on behalf, as it will be
evidenced, of BANKBOSTON N.A., CHILE BRANCH, engaged in banking, domiciled at
the same place as its representatives, individual tax payer number ninety-seven
million forty-one thousand - seven, hereinafter also called "BankBoston"; Xx.
Xxxxxxxxx Xxxxxxxxxx Xxxxxx, Chilean, married, commercial engineer, ID number
seven million two hundred and seventy-seven thousand two hundred and
seventy-eight - four, domiciled to these effects in this city at Huerfanos
number one thousand and seventy-two, Santiago, on behalf, as it will be
evidenced, of CORPBANCA, a corporation [SOCIEDAD ANONIMA] engaged in banking,
domiciled at the same place as its representative, individual tax payer number
ninety-seven million twenty-three thousand - nine, hereinafter also called
"Corpbanca"; Xx. Xxxxxxx Xxxxx Xxxxxxx, Chilean, married, commercial engineer,
ID number seven million four hundred and twenty-eight thousand nine hundred and
fifty-nine - two and Xx. Xxxxxxx Xxxxx Xxxxx, Chilean, unmarried, commercial
engineer, ID number seven million eight hundred and fourteen thousand eight
hundred and thirty-three - zero, both domiciled to these effects in this city at
Morande number two hundred and twenty-six, Santiago, and both in addition
jointly acting in the name, as it will be evidenced, of SCOTIABANK SUD
AMERICANO, formerly called Banco Sud Americano, a corporation [SOCIEDAD ANONIMA]
engaged in banking, domiciled at the same place as its representatives,
individual tax payer number ninety-seven million eighteen thousand - one,
hereinafter also called "Scotiabank"; each of Banco de Chile, BankBoston,
Corpbanca and Scotiabank, hereinafter also individually called a "Chilean
Creditor" and collectively "Chilean Creditors"; and, finally, Mr. Xxxx Xxxxxxxxx
Xxxxxx Xxxxx, Chilean, married, auditing accountant, ID number four million six
hundred and twelve thousand eight hundred and eleven - seven, domiciled to these
effects in this city at Avenida El Bosque Sur number one hundred and thirty,
fifth floor, Las Condes, on behalf, as it will be evidenced, of DEUTSCHE BANK
TRUST COMPANY AMERICAS, a company organized under the laws of New York,
domiciled at sixty Xxxx Xxxxxx, Xxx Xxxx, Xxxxxx Xxxxxx of America, and to these
effects, domiciled at the same place as its representative. The latter company
appears as legal successor of Bankers Trust Company, hereinafter also called
"Deutsche Bank" or the "Agent Bank", as applicable; the appearing parties are of
full age and supply evidence of their identities with their aforementioned IDs
and state as follows: ONE: DEFINITIONS. It is expressly stated that each of
Claxson Chile, Blaya, Radio Holdings, Compania de Radios, Radiodifusion,
Transitoria, Aurora, El Litoral and Abril shall hereinafter also be called
individually a "Guarantor" and collectively the "Guarantors". However, it is
expressly stated that Claxson Chile has only contracted those obligations
expressly stated in the Local Loan Agreement and other documents attached
thereto; Chilevision shall be considered a "Surety" under the terms established
in the deed of Bond and Joint and Several Co-Debt mentioned in section eight
hereof. The Debtor,
3
the Surety, each Guarantor, each Chilean Creditor and the Agent Bank shall also
be hereinafter called individually a "Party" and collectively the "Parties". All
those terms and words which are capitalized herein despite their grammatical
function and those which have not been assigned a special meaning therein, shall
have the meaning assigned thereto in the syndicated loan facility opening
agreement entered into by the Parties and executed through a public deed dated
April twenty-six of year two thousand at the Notary Public's office under the
charge of Xxxxxxx Xxxxx Xxxxxxx, in Xxxxxxxx, hereinafter also called the "Local
Loan Agreement". TWO: BACKGROUND. ONE) LOCAL LOAN AGREEMENT. Under the Local
Loan Agreement, Chilean Creditors agreed to grant a loan to the Debtor for up to
an amount in pesos, legal tender, equivalent to thirty-five million Dollars,
under the terms and conditions stated in the Local Loan Facility. The full loan
committed by Chilean Creditors in the Local Loan Agreement was fully disbursed
in favor of the Debtor on April twenty-six of year two thousand and amounted to
the sum in pesos equivalent to one million one hundred and seventy-three
thousand five hundred and seventy point twenty-five UNIDADES DE FOMENTO. The
Loan was documented in ten promissory notes signed by the Debtor on the loan
disbursement date to the order of the relevant Chilean Creditor, guaranteed by
each of the Guarantors, hereinafter indistinctly the "Local Promissory Notes" or
the "Promissory Notes", a copy of which is included as Exhibit number One
hereto, which is registered in this notary public's office and dated on the date
hereof under the same digest number as this deed and is construed to be an
integral part thereof to all legal effects. As set forth in the Local Loan
Agreement and in the Local Promissory Notes, the Debtor bound itself to pay to
Chilean Creditors the granted loan principal amount, jointly with accrued
interest thereon as of such relevant payment date, in sixteen quarterly
successive installments, as from July twenty-six of year two thousand and one,
on such dates and for such amounts as are stated below: i) First installment,
for the amount of sixty-seven thousand sixty-one point one thousand five hundred
and sixty-nine unidades de fomento, on July twenty-six of year two thousand and
one; ii) Second installment, for the amount of sixty-seven thousand sixty-one
point one thousand five hundred and sixty-nine unidades de fomento, on October
twenty-six of year two thousand and one; iii) Third installment, for the amount
of sixty-seven thousand sixty-one point one thousand five hundred and sixty-nine
unidades de fomento, on January twenty-six of year two thousand and two; iv)
Fourth installment, for the amount of sixty-seven thousand sixty-one point one
thousand five hundred and sixty-nine unidades de fomento, on April twenty-six of
year two thousand and two; v) Fifth installment, for the amount of seventy-five
4
thousand four hundred and forty-three point eight thousand and fifteen unidades
de fomento, on July twenty-six of year two thousand and two; vi) Sixth
installment, for the amount of seventy-five thousand four hundred and
forty-three point eight thousand and fifteen unidades de fomento, on October
twenty-six of year two thousand and two; vii) Seventh installment, for the
amount of seventy-five thousand four hundred and forty-three point eight
thousand and fifteen unidades de fomento, on January twenty-six of year two
thousand and three; viii) Eighth installment, for the amount of seventy-five
thousand four hundred and forty-three point eight thousand and fifteen unidades
de fomento, on April twenty-six of year two thousand and three; ix) Ninth
installment, for the amount of seventy-five thousand four hundred and
forty-three point eight thousand and fifteen unidades de fomento, on July
twenty-six of year two thousand and three; x) Tenth installment, for the amount
of seventy-five thousand four hundred and forty-three point eight thousand and
fifteen unidades de fomento, on October twenty-six of year two thousand and
three; xi) Eleventh installment, for the amount of seventy-five thousand four
hundred and forty-three point eight thousand and fifteen unidades de fomento, on
January twenty-six of year two thousand and four; xii) Twelfth installment, for
the amount of seventy-five thousand four hundred and forty-three point eight
thousand and fifteen unidades de fomento, on April twenty-six of year two
thousand and four; xiii) Thirteenth installment, for the amount of seventy-five
thousand four hundred and forty-three point eight thousand and fifteen unidades
de fomento, on July twenty-six of year two thousand and four; xiv) Fourteenth
installment, for the amount of seventy-five thousand four hundred and
forty-three point eight thousand and fifteen unidades de fomento, on October
twenty-six of year two thousand and four; xv) Fifteenth installment, for the
amount of seventy-five thousand four hundred and forty-three point eight
thousand and fifteen unidades de fomento, on January twenty-six of year two
thousand and five; and xvi) Sixteenth installment, for the amount of
seventy-five thousand four hundred and forty-three point eight thousand and
twelve unidades de fomento, on April twenty-six of year two thousand and five.
The Debtor has fully and timely paid the first six installments of the loan
principal amount, plus the relevant interest thereon, and the balance of the
loan principal amount currently due by the Debtor to Creditors amounts to seven
hundred and fifty-four thousand four hundred and thirty-eight Unidades de
Fomento. TWO) FOREIGN LOAN AGREEMENT AND EARLY TERMINATION. Concurrently with
execution of the Local Loan Agreement, the Debtor and Deutsche Bank, formerly
Bankers Trust Company, as Foreign Creditor, entered into the Foreign Loan
Agreement whereby, subject to the terms and conditions stated therein, Deutsche
Bank made available to the Debtor a loan facility for up to five million Dollars
and the Debtor could apply for one or more loans to be charged to such facility.
Through a private instrument dated October seven of year two thousand and two,
the Debtor and Deutsche Bank agreed to terminate on an early basis the
aforementioned Foreign Loan Agreement, all and each of the obligations contained
in such instrument being fully terminated. A copy of the instrument evidencing
termination of the Foreign Loan Agreement is included as Exhibit number Two
hereto, which is registered in this notary public's office and dated on the date
hereof under the same digest number as this deed and is construed to be an
integral part thereof to all legal effects, the appearing parties stating they
fully know and accept these presents. During the term of the Foreign Loan
Agreement, the Debtor did not apply for loans to be charged to the loan facility
and, therefore, owes nothing to Deutsche Bank on such account. THREE) LETTERS OF
CREDIT. By reason of execution of the Local Loan Agreement and at the Debtor's
request, Deutsche Bank, formerly Bankers Trust Company, issued those Letters of
Credit included in the Local Loan Agreement, to guarantee to BankBoston and
Banco de Chile the payment of a portion of the loan granted to the Debtor by
such banks under the Local Loan Agreement, all the foregoing under the terms and
conditions established by such Letters of Credit. By reason of the amendment to
the Local Loan Agreement mentioned in this instrument, at the Debtor's request
and with the consent of the Creditors the beneficiaries of the Letters of
Credit, Deutsche Bank cancelled and amended the Letters of Credit originally
issued under the terms stated below: A) CANCELLED LETTERS OF CREDIT. On December
twelve of year two thousand and two, Deutsche Bank and BankBoston agreed to
cancel and revoke as from such date stand by letter of credit number S - one
three three six eight, issued in favor of BankBoston on April twenty-six of year
two thousand and the initial amount of which was five million two hundred
thousand Dollars; and, B) AMENDED LETTERS OF CREDIT. (I) BANCO DE CHILE LETTER
OF CREDIT: On December twelve of year two thousand and two, Deutsche Bank and
Banco de Chile agreed to amend, as from such date, stand by
5
letter of credit number S - one three three six five, issued in favor of Banco
de X. Xxxxxxx on April twenty-six of year two thousand and the initial amount of
which was five million Dollars, to adjust the amount of such letter of credit
and the payment schedule established therein to the terms of the Local Loan
Agreement to be agreed upon in this instrument; and (II) BANKBOSTON LETTER OF
CREDIT: On December twelve of year two thousand and two, Deutsche Bank and
BankBoston agreed to amend, as from such date, stand by letter of credit number
S - one three three six six, issued in favor of BankBoston on April twenty-six
of year two thousand and the initial amount of which was three million Dollars,
to adjust the amount of such letter of credit and the payment schedule
established therein to the terms of the Local Loan Agreement to be agreed upon
in this instrument. Stand by letters of credit referred-to in b) above,
including the relevant amendments thereto, are currently in force and
hereinafter shall be collectively called the "Letters of Credit". A copy of the
amended Letters of Credit that remain in force are registered on the date hereof
and in this same Notary Public's office under digest number four thousand two
hundred and sixty-seven - two thousand and two. The amount committed by the
Foreign Creditor under each amended Letter of Credit shall continue being
reduced during the term of the Local Loan Agreement in proportion to the
reduction of the current balance of the loan principal amount after any payment
or prepayment of such loan made by the Debtor or any third party bound to make
payment. FOUR) REIMBURSEMENT AGREEMENT. Through a private instrument dated April
twenty-four of year two thousand, the Debtor, as applicant of the Letters of
Credit, and Deutsche Bank, formerly Bankers Trust Company, as issuer thereof,
entered into the Reimbursement Agreement under which the Debtor and Deutsche
Bank established the issue, maintenance, payment and reimbursement terms of the
letters of Credit and other amounts due thereunder. By reason of the amendment
to the Local Loan Agreement mentioned in this instrument and the amendments to
the Letters of Credit referred to in Three) above, through a private instrument
dated on the date hereof, the Debtor, as applicant of the new Letters of Credit,
and Deutsche Bank, as issuer thereof, agreed to amend the Reimbursement
Agreement to make it comprise the obligations of the Debtor and the Guarantors
under the new terms of the Local Loan Agreement and of the Letters of Credit,
which is registered on the date hereof and in this Notary Public's Office under
number fourteen thousand two hundred and sixty-six - two thousand and two. That
part of the disbursement to be made by Deutsche Bank in case that the Letters of
Credit become effective and that is not duly documented by the Local Promissory
Notes executed by the Debtor to the order of BankBoston and/or Banco de Chile,
shall be documented in one or more promissory notes executed by the Debtor to
the order of Deutsche Bank or its successor or assignee, and guaranteed by each
Guarantor, which promissory notes shall also be referred to as "Reimbursement
Promissory Notes". FIVE) GUARANTIES. To secure full and faithful performance of
the obligations of the Debtor and Guarantors under the Local Loan Agreement, the
Reimbursement Agreement, Local Promissory Notes and Reimbursement Promissory
Notes and under any other document executed by the Debtor or the Guarantors
under any of the aforementioned documents, the following guaranties have been
created: A) PLEDGE ON RADIO BROADCASTING CONCESSIONS: Public deed dated April
twenty-six of year two thousand, executed in the Notary Public's Office under
the charge of Xxxxxxx Xxxxx Xxxxxxx, in Santiago, digest number eight thousand
eight hundred and one - two thousand, through which the Debtor and the
Guarantors, to any applicable extent, create a commercial pledge as provided for
by sections eight hundred and thirteen ET SEQ. of the Code of Commerce, on all
radio broadcasting concessions granted by the Ministry of Transportation
6
and Telecommunications of Chile to the Debtor and the Guarantors and stated in
such document; B) CHATTEL MORTGAGE: Public deed dated April twenty-six of year
two thousand, executed in the Notary Public's Office under the charge of Xxxxxxx
Xxxxx Xxxxxxx, in Santiago, digest number eight thousand eight hundred and four
- two thousand, supplemented by public deed dated May three of year two thousand
executed in the same Notary Public's office under digest number nine thousand
two hundred and eighty-eight - two thousand, through which the Debtor and the
Guarantors, to any applicable extent, create a chattel mortgage as provided for
by Act number Eighteen thousand one hundred and twelve on the movable property
owned by the Debtor and the Guarantors and stated in such instrument; C) PLEDGE
ON TRADEMARKS: Public deed dated April twenty-six of year two thousand, executed
in the Notary Public's Office under the charge of Xxxxxxx Xxxxx Xxxxxxx, in
Santiago, digest number eight thousand eight hundred and two - two thousand,
through which the Debtor and the Guarantors, to any possible extent, create a
commercial pledge as per the provisions of sections eight hundred and thirty ET
SEQ. of the Code of Commerce on all trademarks owned by it and stated in such
instrument; D) PLEDGE ON SHARES: Public deed dated April twenty-six of year two
thousand executed in the Notary Public's Office under the charge of Xxxxxxx
Xxxxx Xxxxxxx, in Santiago, digest number eight thousand eight hundred and three
- two thousand, through which the Debtor, Claxson Chile, Radio Holdings and
Radiodifusion created a pledge as per the provisions of Act number four thousand
two hundred and eighty-seven on all its capital stock in the companies Radio
Holdings, Radio Uno, Radiodifusion, Blaya, Compania de Radios, Aurora and
Transitoria and stated in such instrument; E) COMMITMENT TO CREATE A COMMERCIAL
PLEDGE ON RADIO BROADCASTING CONCESSIONS AND TRADEMARKS: Public deed dated April
twenty-six of year two thousand, executed in the Notary Public's Office under
the charge of Xxxxxxx Xxxxx Xxxxxxx, in Santiago, digest number eight thousand
eight hundred and five - two thousand, through which the Debtor and the
Guarantors undertake to create, throughout the effective term of the Loan
Agreements, a commercial pledge as provided for by sections eight hundred and
thirteen ET SEQ. of the Code of Commerce, on all radio broadcasting concessions
and trademarks acquired or owned by any of the above companies following the
date of execution of the Local Loan Agreement; F) COMMITMENT TO CREATE A CHATTEL
MORTGAGE: Public deed dated April twenty-six of year two thousand, executed in
the Notary Public's Office under the charge of Xxxxxxx Xxxxx Xxxxxxx, in
Santiago, digest number eight thousand eight hundred and four - two thousand,
through which the Debtor and the Guarantors undertake to create, throughout the
effective term of the Loan Agreements, a chattel mortgage as provided for by Act
number eighteen thousand one hundred and twelve, or any other applicable type of
pledge pursuant to the law, on all movable property acquired or owned by any of
the foregoing companies following the date of execution of the Local Loan
Agreement for an individual value equal to or higher than ten thousand Dollars;
G) CONDITIONAL ASSIGNMENT OF RIGHTS UNDER A LEASING AGREEMENT: Public deed dated
April twenty-six of year two thousand, executed in the Notary Public's Office
under the charge of Xxxxxxx Xxxxx Xxxxxxx, in Santiago, digest number eight
thousand eight hundred and seven - two thousand, through which Blaya and Xxxx
X.X., with the Consent of Banco Santander, conditionally assigned its rights
under the Leasing Agreement executed through a public deed dated April
twenty-nine of year one thousand nine hundred and ninety-nine, before Notary
Public Xxxxxxx Xxxxx Xxxxxxx, acting in Santiago, between Blaya and Xxxx X.X.
and Banco Santander in favor of the creditors under the Loan Agreements. In this
same instrument, Blaya and Xxxx X.X. represents and
7
undertakes that, in case of exercise of the purchase option to which it is
entitled on the real property subject matter of the Leasing Agreement, Blaya y
Xxxx X.X., or its successors or assignees, shall create a first mortgage in
favor of the Creditors to secure the obligations of Radio Uno and the Guarantors
under the Loan Agreements and the Promissory Notes; H) COMMITMENT TO CREATE A
MORTGAGE: Public deed dated April twenty-six of year two thousand, executed in
the Notary Public's Office under the charge of Xxxxxxx Xxxxx Xxxxxxx, in
Santiago, digest number eight thousand eight hundred and eight - two thousand,
through which the Debtor and the Guarantors, excluded Claxson Chile, undertake
to create, throughout the effective term of the Loan Agreements, a first
mortgage on the real property owned by the Debtor and its Subsidiaries acquired
or owned by them following the date of execution of the Local Loan Agreement,
for an individual value equal to or higher than forty thousand Dollars; I)
MORTGAGE: Public deed dated September twelve of year two thousand, executed in
the Notary Public's Office under the charge of Xxxxxxx Xxxxx Xxxxxxx, in
Santiago, digest number twenty thousand two hundred and seventy-five - two
thousand, through which Blaya creates a first mortgage on the real property
located at Xxxxxxxx Xxxxxxx number one thousand seven hundred and ninety-two,
Providencia, Santiago, registered in its name on page eight thousand four
hundred and twenty-six, number nine thousand three hundred and sixty-seven, of
the Real Estate Registry of the Real Property Preserver of Santiago,
corresponding to year one thousand nine hundred and ninety-nine; and J) BOND AND
JOINT AND SEVERAL CO-DEBT: Public deed dated April twenty-six of year two
thousand executed in the Notary Public's Office under the charge of Xxxxxxx
Xxxxx Xxxxxxx, in Santiago, digest number eight thousand eight hundred and nine
- two thousand, through which Claxson Chile, Blaya, Radio Holdings, Compania de
Radios, Radiodifusion, Transitoria, Aurora and El Litoral became Sureties and
Joint and Several Co-Debtors of the obligations of Radio Uno to the creditors
under the Loan Agreements and the Promissory Notes. SIX) REPRESENTATIONS BY THE
PARTIES. As of the date hereof, the Debtor and the Guarantors have fully
performed their payment obligations in respect of the contracted local loan,
including agreed principal amount and interest, within the terms and as provided
for in the Local Loan Agreement, and the Creditors have considered the remaining
ancillary affirmative and negative covenants contained in sections Eight and
Nine of the Local Loan Agreement to be fulfilled until the date hereof. In
addition, as of the date of termination of the Foreign Loan Agreement, the
Debtor has applied for no disbursement to be charged to such instrument. The
Debtor has requested that Chilean Creditors amend the principal and interest
payment schedule established in the Local Loan Agreement and in the Local
Promissory Notes and, moreover, the Parties have realized that it is necessary
to make certain adjustments to the financial obligations that the Debtor
undertook to fulfill under the terms of the Local Loan Agreement, since the
projections related to (i) Maximum Consolidated Indebtedness Ratio and (ii)
Minimum Consolidated EBITDA might not have been adjusted to the parameters
originally agreed in the aforementioned agreement. The Creditors are willing to
adjust such obligations under the terms stated in the following sections hereof.
THREE: AMENDMENT TO THE LOCAL LOAN AGREEMENT. The Parties hereby amend by mutual
agreement the Local Loan Agreement under the terms stated below: ONE) The
following definitions are amended or supplemented in sections One and Two of the
Local Loan Agreement: a) The definition of "Guaranty Documents" and "Guaranties"
contained in Four) of section One of the Local Loan Agreement is supplemented to
include within the group of Guaranties and Guaranty Documents those guaranty
agreements mentioned in "Guaranties of Abril S.A." and the agreement called
"Chilevision Bond",
8
both defined below and the guaranties created thereunder; b) In section Two, the
definition of "Creditors" is replaced as follows: " "Creditors" means Chilean
Creditors, as creditors under the Local Loan Agreement, and the Foreign Creditor
Deutsche Bank, as issuer of the Letters of Credit and creditor under the
Reimbursement Agreement, as well as their relevant successors and assignees"; c)
In section Two, the definition of "Agent Bank" is replaced as follows: " "Agent
Bank" means Deutsche Bank Trust Company Americas, as agent for the Creditors
under the Loan Documents or that replacing it in the future."; c)[sic] In
section Two, the following definition is added: " "Claxson Deposit Agreement"
means the deposit agreement entered into on the date hereof between Claxson
Interactive Group Inc., the Debtor, Claxson Chile and the Creditors, a copy of
which is included as Exhibit number Three hereto, which is registered in this
notary public's office and dated on the date hereof date under the same digest
number as this deed and is construed to be an integral part thereof to all legal
effects, whereby Claxson Interactive Group Inc. or Claxson Chile binds itself,
among other things, to make available to Deutsche Bank Chile S.A. the initial
amount of sixty-two thousand nine hundred and sixty-six point two four three
four Unidades de Fomento, plus additional amounts under the terms established by
the Deposit Agreement, through delivery of one or more term deposits for the
agreed amounts, which shall be issued to the order of Claxson Interactive Group
Inc. or Claxson Chile, as depositor of the funds and then endorsed in blank to
Deutsche Bank Chile S.A., as depository, for fulfillment of the instruments
contained in the Deposit Agreement, including the power to allocate such funds
to payment of any balance of a principal or interest installment of the loan
referred to herein which was not fully and timely paid by the Debtor or the
Guarantors."; d) In section Two, the following definition is added: "Chilevision
Bond" means the bond and joint and several co-debt to be created by Chilevision
in favor of the Creditors to secure the obligations of the Debtor and the
Guarantors under the Local Loan Agreement, the Local Promissory Notes, the
Reimbursement Agreement, the Reimbursement Promissory Notes, the Guaranty
Documents and any other document derived therefrom. e) In section Two, the
following definition is added: ""Guaranties of Abril S.A." means (i) the pledge
on one hundred percent of the shares issued by the company Abril S.A. to be
created on December eleven of year two thousand and two by the Debtor and
Iberoamerican Media Holdings Chile S.A. in favor of the Creditors to secure the
obligations of the Debtor and the Guarantors under the Loan Documents; (ii) the
commercial pledge on the radio broadcasting concessions owned by Abril S.A. to
be created on December eleven of year two thousand and two by Abril S.A. in
favor of the Creditors to secure the obligations of the Debtor and the
Guarantors under the Loan Documents; (iii) the commercial pledge on the
trademarks owned by Abril S.A. to be created on December eleven of year two
thousand and two by Abril S.A. in favor of the Creditors to secure the
obligations of the Debtor and the Guarantors under the Loan Documents; and (iv)
the bond and joint and several co-debt to be created on December eleven of year
two thousand and two by Abril S.A. in favor of the Creditors to secure the
obligations of the Debtor and the Guarantors under the Loan Documents." f) In
the definition "Consolidated Interest Expense" references to "the Guarantors"
are deleted, therefore, such definition shall read as follows: " "Consolidated
Interest Expense" shall mean, for any period, i) the aggregate consolidated
interest expense of Radio Uno and its Subsidiaries during such period,
including, among other things, all fees, discounts and other charges due in
respect of the financing of letters of credit and bank acceptances and the net
amounts payable as per Rate Hedging Agreements, determined on a consolidated
basis,
9
pursuant to generally accepted accounting principles in Chile, plus ii) that
portion of the Leasing Obligations of Radio Uno and its Subsidiaries
representing the interest amount for such period." g) The definition of
"Applicable Margin" is replaced as follows: " "Applicable Margin" means two
point seventy-five percentage points per annum over the Bank Lending Rate". The
definition of Bank Lending Rate or TAB is replaced as follows: " "Bank Lending
Rate or TAB" is the interest rate for readjustable transactions for each bank
business day, determined by the Asociacion de Bancos e Instituciones Financieras
A.G., and which shall be published in the press on the day following
determination thereof or in the event that the date of TAB determination falls
on a Friday or a day preceding a bank non-business day, the TAB published on the
day of its determination shall be considered, taking into account that (i)
between the date of disbursement of the Local Loan and February five of year two
thousand and three, the ninety days' TAB shall be considered; (ii) from February
five of year two thousand and three and until February five of year two thousand
and six the three hundred and sixty days' TAB shall be considered; and (iii)
from February five of year two thousand and six on, the ninety days' TAB shall
be considered."; h) The term "Quarterly Payment Date" is replaced as follows: "
" Quarterly Payment Date" means every August five, November five, February five
and May five of each year. TWO) The schedule for payment is hereby amended of
the principal balance currently due under the Local Loan Agreement and the Local
Promissory Notes amounting to seven hundred and fifty-four thousand four hundred
and thirty eight point one hundred and ninety-four Unidades de Fomento, so that
the Debtor is allowed to pay such principal balance in fourteen quarterly
successive installments, for the amount of fifty-three thousand eight hundred
and eighty-eight point forty-three Unidades de Fomento each, plus the relevant
interest, commencing on February 5 of year two thousand and three, the last due
on May five of year two thousand and six. As a result of the above provisions,
Two) of section Four of the Local Loan Agreement is hereby replaced as follows:
"The Local Loan Principal Amount shall be the number of Unidades de Fomento
resulting from dividing the amount in pesos, legal tender, which Chilean
Creditors disburse to Radio Uno by a value in pesos of the Unidad de Fomento
published on the date of disbursement of the Local Loan. Radio Uno binds itself
to pay to Chilean Creditors the granted Local Loan principal amount as per this
instrument, together with accrued, unpaid interest as of such date, in twenty
quarterly successive installments, from July twenty-six of year two thousand and
one, on such dates and for such amounts as are stated below: i) First
Installment, for the amount of sixty-seven thousand sixty-one point one thousand
five hundred and sixty-nine Unidades de Fomento, on July twenty-six of year two
thousand and one; ii) Second Installment, for the amount of sixty-seven thousand
sixty-one point one thousand five hundred and sixty-nine Unidades de Fomento, on
October twenty-six of year two thousand and one; iii) Third Installment, for the
amount of sixty-seven thousand sixty-one point one thousand five hundred and
sixty-nine Unidades de Fomento, on January twenty-six of year two thousand and
two; iv) Fourth Installment, for the amount of sixty-seven thousand sixty-one
point one thousand five hundred and sixty-nine Unidades de Fomento, on April
twenty-six of year two thousand and two; v) Fifth Installment, for the amount of
seventy-five thousand four hundred and forty-three point eight thousand and
fifteen Unidades de Fomento, on July twenty-six of year two thousand and two;
vi) Sixth Installment, for the amount of seventy-five thousand four hundred and
forty-four Unidades de Fomento, on October twenty-six of year two thousand and
two; vii) Seventh Installment, for the amount of fifty-three thousand eight
hundred and eighty-eight point four three Unidades de Fomento, on February five
of
10
year two thousand and three; viii) Eighth Installment, for the amount of
fifty-three thousand eight hundred and eighty-eight point four three Unidades de
Fomento, on May 5 of year two thousand and three; ix) Ninth Installment, for the
amount of fifty-three thousand eight hundred and eighty-eight point four three
Unidades de Fomento, on August 5 of year two thousand and three; x) Tenth
Installment, for the amount fifty-three thousand eight hundred and eighty-eight
point four three Unidades de Fomento, on November 5 of year two thousand and
three; xi) Eleventh Installment, for the amount of fifty-three thousand eight
hundred and eighty-eight point four three Unidades de Fomento, on February 5 of
year two thousand and four; xii) Twelfth Installment, for the amount of
fifty-three thousand eight hundred and eighty-eight point four three Unidades de
Fomento, on May five of year two thousand and four; xiii) Thirteenth
Installment, for the amount of fifty-three thousand eight hundred and
eighty-eight point four three Unidades de Fomento, on August 5 of year two
thousand and four; xiv) Fourteenth Installment, for the amount of fifty-three
thousand eight hundred and eighty-eight point four three Unidades de Fomento, on
November 5 of year two thousand and four; xv) Fifteenth Installment, for the
amount of fifty-three thousand eight hundred and eighty-eight point four three
Unidades de Fomento, on February five of year two thousand and five; xvi)
Sixteenth Installment, for the amount of fifty-three thousand eight hundred and
eighty-eight point four three Unidades de Fomento, on May five of year two
thousand and five; xvii) Seventeenth Installment, for the amount of fifty-three
thousand eight hundred and eighty-eight point four three Unidades de Fomento, on
August five of year two thousand and five; xviii) Eighteenth Installment, for
the amount of fifty-three thousand eight hundred and eighty-eight point four
three Unidades de Fomento, on November five of year two thousand and five; xix)
Nineteenth Installment, for the amount of fifty-three thousand eight hundred and
eighty-eight point four three Unidades de Fomento, on February five of year two
thousand and six; xx) Twentieth Installment, for the amount of fifty-three
thousand eight hundred and eighty-eight point four three Unidades de Fomento, on
May five of year two thousand and six." THREE) a) of Two) of section Five is
hereby amended and the following paragraph is added following the last paragraph
ending with the word "apply": "Despite the above provisions, when the three
hundred and sixty days' TAB is to be considered, the TAB shall vary and be
automatically adjusted every twelve months on the first day of the Interest
Period commencing on February five of years two thousand and three, two thousand
and four and two thousand and five and such TAB rate shall apply for the four
Interest Periods following the date of determination thereof. Notwithstanding
the applicable TAB rate, interest shall be paid on a quarterly basis on the last
day of each Interest Period." FOUR) f) of Two of Section Five is replaced as
follows: "f) Penalty Interest Rate. (i) Should the Debtor become delinquent or
incur late payment in respect of any sum due hereunder, whether with regard to
principal amount, interest, fees or on any other account, whether at the stated
maturity, upon occurrence of a legal or conventional termination event, due to
mandatory prepayment or for another reason, or (ii) should any of the Events of
Default listed in One) of section Nine below occur, the sums due shall accrue as
penalty interest, the TAB rate of the relevant Interest Period plus an
applicable margin of three point five percentage points per annum. The Penalty
Interest Rate shall apply as from the moment of occurrence of the delay or from
the date of commencement of the Event of Default, as applicable, and until
actual payment of the sum due or cessation of the Event of Default, as
applicable, to the extent that such penalty interest rate does not exceed the
conventional maximum interest rate allowed by law for money credit transactions
readjustable in legal tender, in which event, the penalty interest
11
rate shall be the latter. Application of the Penalty Interest Rate shall be
notwithstanding the power of each Creditor established in Two) of Section Nine
hereof. It is expressly stated that application of the Penalty Interest Rate
does not require Creditors to exercise their right to declare the lapsing of the
term or the early enforceability provided for in the aforesaid section Nine and,
in addition, that application of the Penalty Interest Rate may not be construed
in any manner whatsoever as a waiver of the right of Creditors to declare the
aforesaid lapsing of the term or early enforceability or a waiver of any of the
obligations of the Debtor contained herein." FIVE) The first part of section
Eight of the Local Loan Agreement is replaced as follows: "As from the date
hereof and until all and each of the sums due by Radio Uno hereunder have been
paid, including principal, interest, expenses and costs, Radio Uno and the
Guarantors, Chilevision excluded, hereby bind themselves to Chilean Creditors
to: ..."; SIX) In section Eight of the Local Loan Agreement, One), e), second
part, following the phrase ". In addition, the General Manager", "of the Debtor"
should be added; SEVEN) Fourteen of section Eight is replaced as follows:
"FOURTEEN) ADDITIONAL GUARANTIES. Radio Uno and the Guarantors and each of the
Debtor's Subsidiaries, including the subsidiaries organized or acquired
following the date of execution hereof, shall inform every six months, on or
before June 30 and December 31 of each year and except for the last year of the
effective term of the Loan, the Agent Bank of the assets and property, movable
and real, acquired by Radio Uno and its relevant Subsidiaries following the date
of execution hereof or owned by any of the aforesaid companies and not included
within the Guaranty Documents, provided such property has an individual value,
or taken as a whole with any other property making up an economic unit, equal to
or higher than ten thousand Dollars in the case of movable property or forty
thousand Dollars in the case of real property. Within thirty days following
receipt of the relevant records, the Creditors, through the Agent Bank, shall
inform Radio Uno of the movable and/or real property of those stated by such
institution that shall be subject to a security interest in favor of Creditors,
Radio Uno and/or the Guarantors having a term of thirty days from receipt of
such communication to perfect or cause perfection of the security interest
requested, hereinafter called the "Additional Guaranty Documents". Upon elapse
of the term of thirty days without the Creditors making any pronouncement in
writing regarding the aforesaid obligations, Radio Uno and its Guarantors shall
be construed not to be in breach of the obligation to create additional
guaranties on such property. The foregoing provisions do not prevent the
Creditors from requesting that the Debtor and its Subsidiaries, at any time in
the future, create the additional guaranties offered on such assets and, in such
event, the relevant guaranties shall be created within the maximum term of
thirty days following a request by the Creditors in such regard"; EIGHT) Sixteen
of section Eight is replaced as follows: "SIXTEEN) RESTRUCTURING. The Debtor and
its Subsidiaries may not make or cause the making of any amendments to their
corporate by-laws; may not be split up, merged or taken over or take over any
other company as a result of reorganization and/or corporate restructuring
proceedings within the terms of section sixty-four of the Tax Code, without the
previous written approval of all Creditors. Despite the aforesaid provisions,
the corporate restructuring described in Exhibit number Four hereto is hereby
authorized. Such exhibit is registered in this notary public's office and dated
on the date hereof under the same digest number as this deed and is construed to
be an integral part thereof to all legal effects"; NINE) vi) of Twenty-One of
section Eight of the Agreement is hereby replaced as follows: "... vi) loans and
advances between the Debtor and the Subsidiaries Wholly Owned by the Debtor that
are the Guarantors of the
12
Local Loan Agreement or between the Debtor and its Subsidiaries the Guarantors
and vice-versa, but in this case only to the extent that the aggregate
outstanding amount does not exceed at any time three million Dollars and such
loan or advance is evidenced in (i) a current account and/or accounting records,
or (ii) through a promissory note, in this last case, in such form and content
as is satisfactory to the Creditors, through the Agent Bank and that it is
pledged to the Creditors as per the Additional Guaranty Documents; TEN) At the
end of Twenty-three of section Eight, the following is added: "Notwithstanding
the foregoing provisions, it is hereby stated that the Debtor has projected the
following maximum amounts in Investments in Fixed Assets, which are known and
accepted by Creditor Banks: (i) year two thousand and three, one hundred and
fifty million pesos; (ii) year two thousand and four, three hundred million
pesos; (iii) year two thousand and five, five hundred million pesos; and (iv)
year two thousand and six, five hundred million pesos. Radio Uno represents and
undertakes that, during year two thousand and two, it invested or has a
commitment to invest in Fixed Assets the maximum amount of two hundred and
forty-five million pesos.". ELEVEN) It is agreed to maintain the Minimum
Consolidated Interest Coverage Ratio requirement established in Twenty-Four of
section Eight of the Local Loan Agreement, at the times and in the coefficients
set forth therein, but making it apply until the date of full and actual payment
of all obligations of Radio Uno and its Guarantors so that the Consolidated
Interest Coverage Ratio for the tax quarters ended after March thirty-one of
year two thousand and five and until June thirty of year two thousand and six
shall be at least four point zero to one point zero. TWELVE) Twenty-five of
section Eight is amended in respect of the Maximum Consolidated Indebtedness
Ratio, a new coefficient being established for the tax quarters following
September thirty of year two thousand and two, such obligations therefore
remaining for future dates of measurement of such ratio as follows:
"TWENTY-FIVE) MAXIMUM CONSOLIDATED INDEBTEDNESS RATIO. Radio Uno shall not allow
the Consolidated Indebtedness Ratio, throughout the period preceding each of the
dates stated below, to be higher than the coefficient stated for each date: as
of December thirty-one of year two thousand and two, three point five to one
point zero; as of March thirty-one of year two thousand and three, three point
three to one point zero; as of June thirty of year two thousand and three, three
point one to one point zero; as of September thirty of year two thousand and
three, two point eight to one point zero; as of December thirty-one of year two
thousand and three, two point five to one point zero; as of March thirty-one of
year two thousand and four, two point three to one point zero; as of June thirty
of year two thousand and four, two point zero to one point zero; as of September
thirty of year two thousand and four, two point zero to one point zero; as of
December thirty-one of year two thousand and four, two point zero to one point
zero; as of March thirty-one of year two thousand and five, two point zero to
one point zero; as of June thirty of year two thousand and five, two point zero
to one point zero; as of September thirty of year two thousand and five, two
point zero to one point zero; as of December thirty-one of year two thousand and
five, two point zero to one point zero; as of March thirty of year two thousand
and six, two point zero to one point zero; and as of June thirty of year two
thousand and six, two point zero to one point zero". THIRTEEN) Twenty-Seven of
Section Eight is amended in respect of the Minimum Consolidated EBITDA, a new
coefficient being established for the tax quarters following September thirty of
year two thousand and two, such obligation therefore remaining for future dates
of measurement as follows: "TWENTY-SEVEN) MINIMUM CONSOLIDATED EBITDA. Radio Uno
shall not allow its Consolidated EBITDA for any Test Period ending on the last
day of a tax quarter stated
13
below to be lower than the amount stated for each tax quarter: as of December
thirty-one of year two thousand and two, three thousand nine hundred and
sixty-three million pesos; as of March thirty-one of year two thousand and
three, three thousand nine hundred and sixty-three million pesos; as of June
thirty of year two thousand and three, three thousand nine hundred and
eighty-four million pesos; as of September thirty of year two thousand and
three, four thousand and thirty-six million pesos; as of December thirty-one of
year two thousand and three, four thousand one hundred and seventy-one million
pesos; as of March thirty-one of year two thousand and four, four thousand two
hundred and thirty-one million pesos; as of June thirty of year two thousand and
four, four thousand two hundred and eighty-one million pesos; as of September
thirty of year two thousand and four, four thousand three hundred and
thirty-five million pesos; as of December thirty-one of year two thousand and
four, four thousand three hundred and eighty-seven million pesos; as of March
thirty-one of year two thousand and five, four thousand four hundred and
fifty-two million pesos; as of June thirty of year two thousand and five, four
thousand five hundred and five million pesos; as of September thirty of year two
thousand and five, four thousand five hundred and sixty-four million pesos; as
of December thirty-one of year two thousand and five, four thousand six hundred
and twenty million pesos; as of March thirty-one of year two thousand and six,
four thousand six hundred and twenty million pesos; and as of June thirty of
year two thousand and six, four thousand six hundred and twenty million pesos".
It is hereby stated that the reference to "pesos" is to pesos, the Chilean legal
tender." FOURTEEN) In section Nine which refers to Events of Default and Early
Enforceability, the following is added as l) and m): "l) Should Claxson
Interactive Group Inc., Claxson Chile and/or Radio Uno breach any of their
obligations under the Claxson Deposit Agreement, failure to pay a principal or
interest installment may not be invoked as an Event of Default when such
installment was fully and timely paid with the funds contributed by Claxson
Interactive Group Inc. or Claxson Chile as per the Claxson Deposit Agreement;
and m) Should Chilevision or the Debtor not comply with their obligations
contained in the Chilevision Bond, including the obligation to substitute the
Chilevision Bond for another guaranty acceptable to the Creditors in case of
occurrence of a change in control of Chilevision." FOUR: EXTRAORDINARY FEE. The
Debtor hereby pays to Chilean Creditors and the Agent Bank, to their full
satisfaction, as an extraordinary fee for maintenance and amendment of the Local
Loan Agreement, the amount of two thousand two hundred and sixty-three point
thirty-one Unidades de Fomento which, as of the date hereof, is equivalent to
zero point three per cent of the full principal amount of the current Local
Loans as of the date hereof, plus the value added tax. Such fee is delivered to
the Agent Bank for it to distribute it among the different Creditor Banks in
proportion to their share in this Local Loan. FIVE: Any provision contained in
the Local Loan Agreement not expressly amended in this instrument remains fully
effective. SIX: OTHER OBLIGATIONS. Together with execution hereof and as a
condition precedent for the Local Loan Agreement amendments to have effect, the
Debtor and the Guarantors bind themselves to fulfill or give evidence of full
compliance with the following obligations: a) That on the date hereof and
promptly after execution hereof, the Debtor and the Guarantors shall execute
before a Notary Public restatements of the Local Promissory notes already issued
as of the date hereof, under the terms of section two of Decree Law three
thousand four hundred and seventy-five and as per the promissory note
restatement form included as Exhibit number Five hereto, to include in such
documents the amendments made hereby to the Local Loan Agreement. The aforesaid
Exhibit number Five is registered in this notary public's office
14
and dated on the date hereof under the same digest number as this deed and is
construed to be an integral part thereof to all legal effects; b) That on or
before the date hereof, the Debtor shall have executed an amendment to the
Reimbursement Agreement under the terms of the document being registered in this
notary public's office and dated on the date hereof under number fourteen
thousand two hundred and nineteen - two thousand and two; c) That on the date
hereof, Claxson Interactive Group Inc., Claxson Chile S.A. and the Debtor shall
have executed the Claxson Deposit Agreement under satisfactory terms to the
Creditors and that, under the terms of such instrument, Claxson Interactive
Group Inc. or Claxson Chile S.A. shall have made available to Deutsche Bank
Chile S.A. a term deposit for the amount agreed in the Claxson Deposit
Agreement; d) That on the date hereof and immediately following execution
hereof, Chilevision shall execute the Chilevision Bond in the terms of the form
of bond and joint and several co-debt which is attached as Exhibit number Six
hereto, which is registered in this notary public's office and dated on the date
hereof under the same digest number of this deed and is construed to be an
integral part thereof to all legal effects; and e) That on the date hereof and
immediately following execution hereof, all and each of the guaranty agreements
stated under the definition of "Guaranties of Abril S.A." shall be entered into
and the guaranties created pursuant to such agreements shall be perfected.
Fulfillment of such conditions shall be evidenced through execution by all
Creditors of a deed as per the form attached as Exhibit number Seven hereto,
which is registered in this notary public's office and dated on the date hereof
under the same digest number as this deed and is construed to be an integral
part thereof to all legal effects. SEVEN: ACCEPTANCE BY GUARANTORS. Xx. Xxxx
Xxxxxxx Xxxxxxx Xxxxx and Xx. Xxxxxx Xxxxxxxxx Xxxxxx, already identified, both
on behalf of Claxson Chile, Blaya, Radio Holdings, Compania de Radios,
Radiodifusion, Aurora and El Litoral expressly accept all the new terms and
conditions of the Local Loan Agreement, the Local Promissory Notes, the Letters
of Credit, the Reimbursement Agreement and the other documents that should be
executed under any of the aforesaid documents, such terms and conditions
comprising all Guaranties and all Guaranty Documents referred-to in five) of
section Two hereof and any guaranty, bond, joint and several co-debt, pledge,
mortgage and other documents executed or to be executed as security for the
obligations of the Debtor and the Guarantors under the Loan Documents. Xx. Xxxx
Xxxxxxx Xxxxxxx Xxxxx and Xx. Xxxxxx Xxxxxxxxx Xxxxxx, both on behalf of the
aforesaid companies, authorize the bearer of an authorized copy of this deed to
require and sign notations and/or inscriptions (i) on the margin of public deeds
whereby the Guaranties and Guaranty Documents referred-to above were executed,
and (ii) on the margin of inscriptions in the relevant registrations of the
aforesaid Guaranties and Guaranty Documents required to evidence the amendments
to such documents stated in this section Seven. EIGHT: EXPENSES AND TAXES. All
taxes, duties or expenses accrued on this instrument shall be fully borne by
Radio Uno and the Guarantors. NINE: DOMICILE AND JURISDICTION. To these effects,
the parties establish their domiciles in the city of Xxxxxxxx and submit to the
jurisdiction of its ordinary courts of justice. TWELVE: EVIDENCES. For an
adequate construction of this instrument, the Parties provide evidence of the
facts stated below: ONE) CAPACITY OF BANCO DE CHILE AS LEGAL CONTINUER OF BANCO
DE X. XXXXXXX. It is hereby stated that the Special Meetings of Shareholders of
Banco de Chile and Banco de X. Xxxxxxx, respectively held on December six of
year two thousand and one and December eighteen of year two thousand and one
agreed the merger of both banks, through the taking over of the latter by the
former. The minutes of such meeting of Banco de Chile was executed as a public
deed on December
15
seven of year two thousand and one at the Notary Public's Office under the
charge of Xxxx Xxxxxxxxx Cash, in Santiago, and on December nineteen of year two
thousand and one at the Notary Public's Office under the charge of Xxxxxx Xxxxx
Xxxxxx, in Xxxxxxxx, that of Banco de X. Xxxxxxx was executed as a public deed.
The aforesaid agreements were approved by Resolution number one hundred and
forty-seven and its relevant By-laws Amendment Certificate dated December
twenty-one of year two thousand and one of the Superintendence of Banks and
Financial Institutions which were published in Official Gazette number
thirty-seven thousand one hundred and forty-four dated December twenty-six of
year two thousand and one and registered on page thirty-three thousand one
hundred and eighty-eight number twenty-seven thousand and sixty-four and on page
thirty-three thousand one hundred and eighty-nine number twenty-seven thousand
and sixty-five, both of the Registry of Commerce of the Real Property Preserver
of Xxxxxxxx, corresponding to year two thousand and one, all of which is
evidenced in the registration made in the Notary Public's Office under the
charge of Xxxx Xxxxxxxxx Cash in Santiago on December twenty-six of year two
thousand and one. Under the aforementioned merger, Banco de X. Xxxxxxx was
dissolved on an early basis, Banco de Chile becoming its successor or legal
continuer. TWO) CHANGE OF NAME OF BANCO SUD AMERICANO. It is hereby evidenced
that the change of the corporate name of Banco Sudamericano for that of
Scotiabank Sud Americano arises from the Special General Meeting of Shareholders
held on September twenty-seven of year two thousand and one, the minutes of
which were executed as a public deed on October four of the same year, in the
Notary Public's Office under the charge of Xxxxxxx Xxxxxx Xxxxxx, in Xxxxxxxx.
Such change was approved by resolution of the Superintendence of Banks and
Financial Institutions dated October Seventeen of year two thousand and one
published in the Official Gazette dated November five of year two thousand and
one and registered in the Registry of Commerce of the Real Property Preserver of
Xxxxxxxx of year two thousand and one on page twenty-seven thousand five hundred
and forty-two number twenty-two thousand four hundred and fifty-nine. In
addition, it is hereby evidenced that it was through the Special Meeting of the
Board of Directors held on October twenty-five of year two thousand and one, the
minutes of which were executed as public deed on November six of the same year,
which was annotated on the margin of the corporate registration appearing on
page eight hundred and seventy-five number seven hundred and twenty-nine of the
Registry of Commerce of the Real Property Preserver of Xxxxxxxx, corresponding
to year one thousand nine hundred and forty-four, that the new corporate name of
the bank started to apply as from November twelve of year two thousand and one.
THREE) CAPACITY OF DEUTSCHE BANK TRUST COMPANY AMERICAS AS LEGAL CONTINUER OF
BANKERS TRUST COMPANY. Through the unanimous and written vote of the holder of
all current voting shares of the company Bankers Trust Company and as set forth
in section eight thousand five hundred of the Banks Act of the State of New
York, United States of America, on February twenty-seven of year two thousand
and two such company issued the amendment certificate thereof, signed by its
Secretary, Xx. Xxxxx X. Xxxxx Xx., and by its Vice-President and Assisting
Secretary, Xx. Xxx Xxxxxxxx, in the city and State of New York, whose signature
was authorized on the same date by the Notary Public Xxxxxx X. Xxxx, acting in
such city. Such certificate gives evidence of the change in the corporate name
from BANKERS TRUST COMPANY to DEUTSCHE BANK TRUST COMPANY AMERICAS, which
applies as from April fifteen of year two thousand and two. Such certificate was
approved by the Subrogating Superintendent of Banks of the State of New York,
Mr. P. Xxxxxxx Xxxxxx, on March fourteen of year two thousand and two. LEGAL
CAPACITY.
16
The legal capacity of Xx. Xxxxxxx Xxxxxxx Xxxxx and Xx. Xxxxxx Xxxxxxxxx Xxxxxx
to represent IBEROAMERICAN RADIO HOLDINGS UNO CHILE S.A. arises from meeting of
the board of directors number four held on December four of year two thousand
and two, executed as a public deed on December nine of year two thousand and two
in the Notary Public's Office under the charge of Xxxxxxx Xxxxxx Concha, in
Santiago. The legal capacity of Xx. Xxxx Xxxxxxx Xxxxxxx Xxxxx and Xx. Xxxxxx
Xxxxxxxxx Xxxxxx to represent CLAXSON CHILE S.A. arises from meeting of the
board of directors number four held on December four of year two thousand and
two, executed as a public deed on December nine of year two thousand and two in
the Notary Public's Office under the charge of Xxxxxxx Xxxxxx Concha, in
Xxxxxxxx. The legal capacity of Xx. Xxxx Xxxxxxx Xxxxxxx Xxxxx and Xx. Xxxxxx
Xxxxxxxxx Xxxxxx to represent BLAYA Y XXXX X.X. arises from meeting of the board
of directors number five held on December six of year two thousand and two,
executed as a public deed on December nine of year two thousand and two in the
Notary Public's Office under the charge of Xxxxxxx Xxxxxx Xxxxxx, in Xxxxxxxx.
The legal capacity of Xx. Xxxx Xxxxxxx Xxxxxxx Xxxxx and Xx. Xxxxxx Xxxxxxxxx
Xxxxxx to represent IBEROAMERICAN RADIO HOLDINGS CHILE S.A. arises from meeting
of the board of directors number five held on December six of year two thousand
and two, executed as a public deed on December nine of year two thousand and two
in the Notary Public's Office under the charge of Xxxxxxx Xxxxxx Concha, in
Santiago. The legal capacity of Xx. Xxxx Xxxxxxx Xxxxxxx Xxxxx and Xx. Xxxxxx
Xxxxxxxxx Xxxxxx to represent COMPANIA DE RADIOS S.A. arises from meeting of the
board of directors number five held on December six of year two thousand and
two, executed as a public deed on December nine of year two thousand and two in
the Notary Public's Office under the charge of Xxxxxxx Xxxxxx Concha, in
Santiago. The legal capacity of Xx. Xxxx Xxxxxxx Xxxxxxx Xxxxx and Xx. Xxxxxx
Xxxxxxxxx Xxxxxx to represent RADIODIFUSION IBEROAMERICAN CHILE S.A. arises from
meeting of the board of directors number five held on December six of year two
thousand and two, executed as a public deed on December nine of year two
thousand and two in the Notary Public's Office under the charge of Xxxxxxx
Xxxxxx Concha, in Santiago. The legal capacity of Xx. Xxxx Xxxxxxx Xxxxxxx Xxxxx
and Xx. Xxxxxx Xxxxxxxxx Xxxxxx to represent RADIODIFUSORA TRANSITORIA S.A.
arises from meeting of the board of directors number five held on December six
of year two thousand and two, executed as a public deed on December nine of year
two thousand and two in the Notary Public's Office under the charge of Xxxxxxx
Xxxxxx Concha, in Santiago. The legal capacity of Xx. Xxxx Xxxxxxx Xxxxxxx Xxxxx
and Xx. Xxxxxx Xxxxxxxxx Xxxxxx to represent AURORA S.A. arises from meeting of
the board of directors number five held on December six of year two thousand and
two, executed as a public deed on December nine of year two thousand and two in
the Notary Public's Office under the charge of Xxxxxxx Xxxxxx Concha, in
Santiago. The legal capacity of Xx. Xxxx Xxxxxxx Xxxxxxx Xxxxx and Xx. Xxxxxx
Xxxxxxxxx Xxxxxx to represent SOCIEDAD DE RADIODIFUSION EL LITORAL LIMITADA
arises from a special power of attorney executed as a public deed on December
nine of year two thousand and two in the Notary Public's Office under the charge
of Xxxxxxx Xxxxxx Concha, in Santiago. The legal capacity of Xx. Xxxx Xxxxxxx
Xxxxxxx Xxxxx and Xx. Xxxxxx Xxxxxxxxx Xxxxxx to represent RED DE TELEVISION
CHILEVISION S.A. arises from meeting of the board of directors number six held
on December six of year two thousand and two, executed as a public deed on
December nine of year two thousand and two in the Notary Public's Office under
the charge of Xxxxxxx Xxxxxx Concha, in Santiago. The legal capacity of Xx. Xxxx
Xxxxxxx Xxxxxxx Xxxxx and Xx. Xxxxxx Xxxxxxxxx Xxxxxx to represent ABRIL
17
S.A. arises from meeting of the board of directors number five held on December
six of year two thousand and two, executed as a public deed on December nine of
year two thousand and two in the Notary Public's Office under the charge of
Xxxxxxx Xxxxxx Concha, in Santiago. The legal capacity of Xx. Xxxxxxx Xxx Del
Solar and Xx. Xxxxx Xxxxxx Xxxxxxx Xxxxxx to represent BANCO DE CHILE arises
from the public deeds dated December nineteen of year two thousand and one and
June five of year one thousand nine hundred and ninety-one, respectively, both
executed in the Notary Public's Office under the charge of Xxxx Xxxxxxxxx Cash,
in Santiago. The legal capacity of Xx. Xxxxxxx Xxxxxx Del Rio and Xx. Xxxxx
Xxxxxxxxx Ziliani to represent BANKBOSTON, N.A., CHILE BRANCH, arises from the
public deed dated July twenty of year two thousand executed in the Notary
Public's Office under the charge of Xxxxxxxx Xxxx Xxxxxxxxx, in Santiago. The
legal capacity of Xx. Xxxxxxxxx Xxxxxxxxxx Xxxxxx to represent CORPBANCA arises
from the public deed dated August five of year one thousand nine hundred and
ninety-six executed in the Notary Public's Office under the charge of Xxxxx
Xxxxxx Xxxxx, in Xxxxxxxx. The legal capacity of Xx. Xxxxxxx Xxxxx Xxxxxxx and
Xx. Xxxxxxx Xxxxx Xxxxx to represent SCOTIABANK SUD AMERICANO, arises from the
public deeds dated February twenty of year one thousand nine hundred and
ninety-eight executed in the Notary Public's Office under the charge of Xx.
Xxxxxxx Xxxxxx Xxxxxx, in Santiago, and dated March one of year two thousand
executed in the Notary Public's Office under the charge of Xxxxxxx Xxxx Xxxxxxx,
in Santiago, respectively. The legal capacity of Mr. Xxxx Xxxxxxxxx Xxxxxx Xxxxx
to represent DEUTSCHE BANK TRUST COMPANY AMERICAS arises from the power of
attorney executed on March twenty-eight of year two thousand before Notary
Public Xxxxxx Xxxxxx acting in the city of New York, registered on April four of
year two thousand in the Notary Public's Office under the charge of Xxxxxxx
Xxxxx Xxxxxxx, in Xxxxxxxx. In witness whereof and after the appearing parties
read these presents, the same are signed by them. A copy is furnished. All of
which I attest. Between lines : "point zero one hundred and forty-three" is
valid, "point forty-three", is valid. Between brackets: "Creditor" is not valid,
between lines: "Creditors" is valid.
[signatures and thumb prints pertaining to:] Xxxx Xxxxxxx Xxxxxxx Xxxxx, ID No.
7.775.817-8 and Xxxxxx Xxxxxxxxx Xxxxxx, ID No. 7.013.374-1 For RED DE
TELEVISION CHILEVISION S.A.
[signatures and thumb prints pertaining to:] Xxxx Xxxxxxx Xxxxxxx Xxxxx, ID No.
7.775.817-8 and Xxxxxx Xxxxxxxxx Xxxxxx, ID No. 7.013.374-1 For IBEROAMERICAN
RADIO HOLDINGS UNO CHILE S.A.; CLAXSON CHILE S.A.; BLAYA Y XXXX X.X.;
IBEROAMERICAN RADIO HOLDINGS CHILE S.A.; COMPANIA DE RADIOS S.A.; RADIODIFUSION
IBEROAMERICAN CHILE S.A.; RADIODIFUSORA TRANSITORIA S.A.; AURORA S.A.; SOCIEDAD
DE RADIODIFUSION EL LITORAL LIMITADA; ABRIL S.A.
[signatures and thumb prints pertaining to:] Xxxxxxx Xxx Del Solar, ID No.
5.525.065-0 and Xxxxx Xxxxxx Xxxxxxx Xxxxxx, ID No. 0.000.000-0 For BANCO DE
CHILE.
[signatures and thumb prints pertaining to:] Xxxxxxx Xxxxxx Del Rio, ID No.
8.451.165-K and Xxxxx Xxxxxxxxx Ziliani, ID No. 7.171.052-1 For BANKBOSTON,
N.A., Chile Branch*
18
* BankBoston, N.A., a Fleet Boston Financial company, is the corporate name
under which Fleet National Bank does business in Latin America and the Bahamas.
[signature and thumb print pertaining to:] Xxxxxxxxx Xxxxxxxxxx Xxxxxx ID No.
7.277.278-4 For CORPBANCA.
[signatures and thumb prints pertaining to:] Claudio Xxxxx Xxxxxxx, ID No.
7.428.959-2 and Xxxxxxx Xxxxx Xxxxx, ID No. 7.814.833-0 For SCOTIABANK SUD
AMERICANO.
[signature and thumb print pertaining to:] Xxxx Xxxxxxxxx Xxxxxx Xxxxx ID No.
4.612.811-7 For DEUTSCHE BANK TRUST COMPANY AMERICAS.
[signature]
DIGEST No.: 14.259.
I hereby certify that this sheet corresponds to the deed of AMENDMENT TO
SYNDICATED LOAN FACILITY OPENING AGREEMENT entered into between IBEROAMERICAN
RADIO HOLDINGS UNO CHILE S.A., as debtor, BLAYA Y XXXX X.X. ET AL as Sureties
and Joint and Several Co-Debtors, BANCO DE CHILE, CORPBANCA, SCOTIABANK SUD
AMERICANO and BANKBOSTON, N.A., Chile Branch, as Creditors and DEUTSCHE BANK
TRUST COMPANY AMERICAS as Agent Bank and Creditor. All of which I attest.
[signatures and seals]
19
