SECOND AMENDMENT TO INDENTURE AGREEMENT BY AND BETWEEN DISTRIBUCIÓN Y SERVICIOS D&S S.A. AND BANCO DE CHILE
SECOND
AMENDMENT TO INDENTURE AGREEMENT
BY
AND BETWEEN
DISTRIBUCIÓN
Y SERVICIOS D&S S.A.
AND
BANCO
DE CHILE
In
Santiago, Chile, on April 3, 2008, before me, XXXXXXXX TORREALABA COSTABAL,
Chilean, married, attorney, national identity card No. 13.066.313-3, Alternate
Notary Public to Xx. XXXX XXXXXXXXX XXXXXXX, Regular Notary Public of the
Thirty-Third Notarial Office of Santiago, pursuant to a filed Judicial Decree,
domiciled at Huérfanos 979, Suite 501, borough of Santiago, there
appeared:
Xx.
XXXXXX XXXXX XXXXX SFEIR,
Chilean, married, business administrator, national identity card No.
10.087.763-5, on behalf, as shall be evidenced, DISTRIBUCIÓN Y SERVICIOS D&S
S.A., a corporation engaged in supermarket exploitation, incorporated and
validly existing under the laws of the Republic of Chile, taxpayer
identification No. 00.000.000-0, both domiciled, for these purposes, at Xxxxxxx
Xxxxxxx Xxxx Xxxxxxxx 0000, xxxxxxx of Quilicura, city of Xxxxxxxx (hereinafter
the "Issuer"), as one party; and as the other,
Mr.
URI
XXXXX XXXX XXXXXXX, Chilean, married, businessman, national identity card No.
9.994.833-7 and Xx. XXXXXXX LE-BEUFFE SOUPER, Chilean, married, businessman,
national identity card No. 8.795.131-6, both on behalf of, as shall be
evidenced, BANCO DE CHILE, a juristic person engaged in banking, all domiciled
at Xxxxxxx 251, borough and city of Santiago, acting as the bondholders
representative and paying bank.
The
parties are of age, evidence their identity by the aforesaid identity cards
and
state that:
FIRST:
Recitals
1.1 On
December 29, 2006, the parties executed a public deed of an indenture agreement
(hereinafter the "Indenture Agreement") in the 48th Notarial Office of Xx.
Xxxx
Xxxxxxx Xxxxxx, under Journal Number 18,507-2006, pursuant to the final
subparagraph of article 104 of Law 18,045, the securities market law
(hereinafter the "Securities Market Law"). Such deed established, inter alia,
the characteristics, terms and other conditions of a bond Facility for six
million unidades de fomento (hereinafter the "Facility").
1.2 As
required by law 18,045, the Securities Market Law, and General Rule 30 of the
Superintendency of Securities and Insurance (hereinafter the "Superintendency"),
as amended, on January 4, 2007, the Issuer requested registration of the
Facility in the Securities Registry.
1.3 On
February 1, 2007, by means of Ordinary Letter Number 01501, the Superintendency
made observations to the information presented by the Issuer.
1.4 On
February 9, 2007, the parties amended the Indenture Agreement by public deed
executed under Journal No. 2253-2007 in the 48th Notarial Office of Xx. Xxxx
Xxxxxxx Xxxxxx to adapt it to the requirements of the Superintendency in
Ordinary Letter 01501 (hereinafter the "First Amendment").
1.5 On
February 19, 2007, the Superintendency approved registration of the Facility,
which was reegistered under number 492 in the Securities Reegistry. Moreover,
since the Indenture Agreement also stipulated the issue of Series E Bonds under
the Facility for 1,200,000 unidades de fomento (hereinafter the "E Series"),
the
Superintendency issued an official letter of placement for the E
Series.
1.6 This
notwithstanding, thus far no Series E Bond or any other series under the
Facility has been offered publicly or placed.
1.7 Since
the
Issuer wishes to persevere in placement of the Series E Bonds, it has deemed
it
necessary to amend the Indenture Agreement for the purpose of updating the
terms
and conditions thereof in the manner indicated.
SECOND:
Amendments
On
this
date, the parties, under due authorization, hereby amend the Indenture Agreement
and, therefore, the public deed dated December 29, 2006, executed under Journal
Number 18,507-2006 in this same Notarial Office, including as a result its
amendments by the First Amendment, in the following way: Section Six is replaced
entirely by the section written below:
"SIXTH:
INFORMATION AND CHARACTERISTICS OF THE SERIES E BONDS ISSUED UNDER THE
FACILITY
"The
Bonds forming part of the first issue under the Facility agreed upon herein
will
have the following characteristics:
"1.
Amount
and Adjustment
"The
total par value of the Bonds forming part of this first issue under the Facility
will be six million Unidades de Fomento. The adjustment stipulated in this
section will apply to the Bonds forming part of this first issue under the
Facility, as of March 1, 2008.
"2.
Series
and Numbering of Certificates
"This
first issue of Bonds under the Facility will entail one series called E Series.
The certificates will be numbered correlatively started from number 1, written
as 0001, to and including number 12000, written as "12000."
"3.
Number
of
Bonds in the E Series
"The
E
Series will be divided into 12,000 Bonds.
"4.
Par
Value
of each Bond
"The
par
value of each Series E Bond will be 000 Xxxxxxxx xx Xxxxxxx.
"5.
Period
of
Placement
"The
Series E Bonds will be placed in a period of 36 months as from the date that
this issue is registered in the Securities Registry of the Superintendency,
i.e.
February 19, 2007.
"6.
Bond
Term
"The
Series E Bonds will expire and be completely amortized by March 1, 2013.
"7.
Interest
Rate
"The
Series E Bonds will accrue real interest on the unpaid principal, expressed
in
unidades de fomento, at a rate of 2.6% annually, in arrears, calculated on
a
360-day year, compounded semi-annually. This interest rate expressed for the
periods in which the interest will be paid, i.e. for real 180-day semesters,
is
1.2917%. This interest will accrue as of March 1, 2008.
2
"8.
Coupons
for the Payment of Interest and Amortizations
"The
electronic Series E Bond bear and, as the case may be, the paper certificates
shall bear, 10 coupons for the payment of interest. Save as indicated in
Sections 6.6 and 6.9, there will be no other principal amortization. The amount
of each of the interest coupons is indicated in the payment schedule filed
as
Schedule 1 hereto in this act, under the same journal number as this deed,
which
is understood to form an integral part hereof for all pertinent legal and
contractual purposes. Such payment hereby supersedes and substitutes entirely
for the document entitled "Payment Schedule," as amended, filed with the
Indenture Agreement. The new Payment Schedule contains, inter alia, the
following information on the Series E Bonds: the number of interest
installments; the interest payment dates; the amount of interest payable for
each coupon; and the unpaid balance.
"9.
Early
Redemption
"The
Series E may be amortized on an extraordinary basis in whole or in part, at
the
Issuer's discretion, on any interest payment date starting and including March
1, 2011.
"10.
Interest
and Amortization Payment Dates
"(a)
Interest
accruing on the Series E Bonds shall be paid in 10 installments payable on
the
following dates:
"First
installment, to expire September 1, 2008;
"Second
installment, to expire March 1, 2009:
"Third
installment, to expire September 1, 2009;
"Fourth
installment, to expire March 1, 2010;
"Fifth
installment, to expire September 1, 2010;
"Sixth
installment, to expire March 1, 2011;
"Seventh
installment, to expire September 1, 2011;
"Eighth
installment, to expire March 1, 2012;
"Ninth
installment, to expire September 1, 2012; and
"Tenth
installment, to expire March 1, 2013;
"(b)
Save
as
indicated in Sections 6.6 and 6.9, there will be no other principal
amortization.
"11.
New
Series of Bonds
"Unless
the stipulations in Section IV.3.1 of General Rule 30 of the Superintendency
are
fulfilled in the future, there will be no new issues under this Facility since
Bonds will have been issued under this E Series for the entire authorized
Facility amount."
THIRD:
NO
CHANGE.
The
parties expressly state that except as amended herein, all stipulations in
the
Indenture Agreement remain unchanged.
3
FOURTH:
REGISTRATIONS AND EXPENSES
The
bearer of a notarized copy of this deed is empowered to request the
corresponding registrations. The taxes, notarial and registration expenses
and
eventual releases arising under this instrument will be paid by the
Issuer.
AUTHORITIES
The
authority of Xx. Xxxxxx Xxxx Xxxxx Xxxxx to represent Distribución y Servicio
D&S S.A. is evidenced in the public deed dated December 28, 2006, executed
in the Santiago Notarial Office of Xx. Xxxx Xxxxxxx Xxxxxx. The authority of Uri
Xxxxx Xxxx Xxxxxxx to represent BANCO DE CHILE is set down in the public deed
dated November 18, 2005, executed in the Santiago Notarial Office of Xx. Xxxx
Xxxxxxxxx Cash. The authority of Xx. Xxxxxxx Le-Beuffe Souper to represent
BANCO
DE CHILE is evidenced in the public deed dated June 30, 2003, executed in the
Santiago Notarial Office of Xx. Xxxx Xxxxxxxxx Cash. None of these authorities
are inserted as they are known to the parties and to the attesting notary,
at
the specific request thereof. This text was written by Xx. Xxxxxxxxx Xxxxxxx
Xxxxxxx, attorney.
In
witness whereof, the parties sign this instrument after reading it. A copy
is
issued. This page corresponds to the public deed of amendment of indenture
agreement between Distribución y Servicio D&S S.A. and BANCO DE CHILE. I
attest.
/s/
Xxxxxx Xxxx Xxxxx Xxxxx
XXXXXX
XXXX XXXXX
XXXXX
on
behalf
of Distribución y Servicios D&S S.A.
ID
No.
10.087.763-5
/s/
Uri
Xxxxx Xxxx Xxxxxxx
XXX
XXXXX
XXXX XXXXXXX
on
behalf
of BANCO DE CHILE
ID
No.
0.000.000-0
/s/
Xxxxxxx Le-Beuffe Souper
XXXXXXX
LE-BEUFFE SOUPER
on
behalf
of BANCO DE CHILE
ID
No.
0.000.000-0
4
PAYMENT
SCHEDULE
E
SERIES
|
:
|
000
xxxxxxxx xx xxxxxxx
|
|
|
Interest
|
:
|
Semiannual
|
|
Amortization
|
:
|
Not
applicable, notwithstanding extraordinary amortization
|
|
Interest
rate
|
:
|
2.6%
annually
|
|
:
|
Xxxxx
0, 0000
|
|
|
Xxxxxxxxxx
date
|
:
|
Xxxxx
0, 0000
|
|
Xxxxxx
#
|
Interest
Installment
#
|
Interest
Payment Date
|
Interest
|
Amortization
|
Installment
Amount
|
Unpaid
balance
|
|
0
|
0
|
March
1, 2008
|
6.45830
|
0.0
|
6.45830
|
500.00000
|
|
1
|
1
|
September
1, 2008
|
6.45830
|
0.0
|
6.45830
|
500.00000
|
|
2
|
2
|
March
1, 2009
|
6.45830
|
0.0
|
6.45830
|
500.00000
|
|
3
|
3
|
September
1, 2009
|
6.45830
|
0.0
|
6.45830
|
500.00000
|
|
4
|
4
|
March
1, 2010
|
6.45830
|
0.0
|
6.45830
|
500.00000
|
|
5
|
5
|
September
1, 2010
|
6.45830
|
0.0
|
6.45830
|
500.00000
|
|
6
|
6
|
March
1, 2011
|
6.45830
|
0.0
|
6.45830
|
500.00000
|
|
7
|
7
|
September
1, 2011
|
6.45830
|
0.0
|
6.45830
|
500.00000
|
|
8
|
8
|
March
1, 2012
|
6.45830
|
0.0
|
6.45830
|
500.00000
|
|
9
|
9
|
September
1, 2012
|
6.45830
|
0.0
|
6.45830
|
500.00000
|
|
10
|
10
|
March
1, 2013
|
6.45830
|
500.000
|
506.45830
|
0.0
|
5
