EXHIBIT 4.3
OPTION AGREEMENT
between
TELEFONICA EMPRESAS CTC CHILE S.A.
and
INVERSIONES SANTA ▇▇▇▇▇▇ LIMITADA
In Santiago, Chile, on September 26, 2002, there appeared:
l. TELEFONICA EMPRESAS CTC CHILE S.A., Taxpayer Identification No. 90.430.000-4,
represented by ▇▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, Chilean, married, civil industrial
engineer, Identity Card No. 9.618.122-1, both domiciled for these purposes at
▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇, ▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇ of Providencia, hereinafter also
called "Telefonica," as one party; and as the other,
2. INVERSIONES SANTA ▇▇▇▇▇▇ LIMITADA, Taxpayer Identification No. 79.822.680-0,
represented, as shall be evidenced, by ▇▇. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, Chilean,
married, civil engineer, national identity card No. 5.078.702.8, both domiciled
for these purposes at Teatinos 574, ▇▇▇▇▇▇▇▇, hereinafter also called "Santa
▇▇▇▇▇▇."
WHEREAS
1. Telefonica is currently the sole owner and holder of 35,000 shares in
SOCIEDAD NACIONAL DE PROCESAMIENTO DE DATOS S.A., hereinafter ▇▇▇▇▇ or the
Company, a closed corporation incorporated and organized under the laws of the
Republic of Chile. Said interest is equal to 35% of the shares validly issued by
the Company.
2. Santa ▇▇▇▇▇▇ is currently the sole owner and holder of 14,000 shares in
▇▇▇▇▇; Inversiones ▇▇▇▇▇▇▇▇ ▇▇ Limitada and Inversiones Atlantico Limitada,
companies related to ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ H., are currently sole owners and holders of
41,000 and 10,000 shares in ▇▇▇▇▇, respectively, which, combined with the shares
of Telefonica, represent 100% of the subscribed, paid-in and issued shares of
the Company, all of one same series.
3. ▇▇▇▇▇ was incorporated as a limited liability company by public deed executed
October 30, 1974, in the Santiago Notarial Office of ▇▇. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇. It was
transformed into a stock corporation by public deed dated September 17, 1991, an
abstract of which was registered on page 28201 number 14276 of the 1991
Commercial Registry of the Santiago Real Estate Registrar, and was published in
the Official Gazette on September 24th of the same year;
4. Inversiones Santa ▇▇▇▇▇▇ Limitada declares its knowledge of the financial,
accounting, tax and legal condition of ▇▇▇▇▇. Should any of the options
contained herein be executed, it expressly releases Telefonica from the
obligation to make representations, except for the liability pertaining to it in
particular regarding labor lawsuits that are listed in the document signed on
the date herewith by Inversiones ▇▇▇▇▇▇▇▇ ▇▇ Limitada and others and Compania de
Telecomunicaciones de Chile S.A.
5. Santa ▇▇▇▇▇▇ intends to buy, accept and acquire pro se or for the designate
thereof at the pertinent time all shares held by Telefonica in ▇▇▇▇▇ while
Telefonica intends to sell, assign and transfer such shares, all in the terms
and conditions agreed upon herein.
Therefore, and in consideration of the foregoing, the parties agree to execute
the following option agreement set out in the clauses below.
FIRST: Definitions
For purposes hereof, without prejudice to the definitions contained in other
clauses of this agreement, capitalized terms shall have the meaning ascribed to
each thereof in this section (unless capitalized exclusively at the beginning of
a sentence or to indicate a proper name). As used herein: (a) each accounting
term not defined otherwise herein has the meaning ascribed thereto in accordance
with the generally accepted accounting principles of Chile; (b) each legal term
not defined otherwise herein has the meaning ascribed thereto in accordance with
Chilean law.
1.1 Shares: Shares in ▇▇▇▇▇.
1.2 Company or ▇▇▇▇▇: Sociedad Nacional de Procesamiento de Datos S.A.
1.3 Agreement: this Agreement.
1.4 Liens: any mortgage, pledge, charge, usufruct, lease, prohibition,
attachment, resolutory action, sale promise, title retention and liens
in general.
1.5 Party: Telefonica and Santa ▇▇▇▇▇▇, taken individually.
1.6 Parties: Telefonica and Santa ▇▇▇▇▇▇, taken together.
1.7 Pesos: the legal tender of Chile.
1.10 Unidad de Fomento or UF: is the adjustment index that is calculated and
published by the Central Bank of Chile pursuant to the only transitory
article in Law 18840. In absence of this index, the adjustment index
shall be used that reflects the percentage change in the CPI, as
determined by the National Statistics Bureau of the Republic of Chile
or the agency replacing it, for purposes hereof.
1.11 Proportional Equity Value or PEV: is the portion of the financial
equity of ▇▇▇▇▇ that is held by Telefonica at the time of the sale. The
financial equity of ▇▇▇▇▇ is as defined in Code 5.24.00.00 of Circular
1501 of the Superintendency of Securities and Insurance. Moreover, the
PEV shall be determined according to the mechanism in Circular No. 368
of the Superintendency of Securities and Insurance.
SECOND: Put and Call Options
A) Santa ▇▇▇▇▇▇ grants Telefonica the following irrevocable option:
A.1 Telefonica Put Option (PUT): Santa ▇▇▇▇▇▇ hereby grants Telefonica an
irrevocable put option (hereinafter also called the Telefonica Option)
whereby Santa ▇▇▇▇▇▇ promises to acquire pro se or for the designate
thereof at the time all of the shares held by Telefonica in ▇▇▇▇▇ that
it owns on the date of exercise of the option, in the terms set out
hereinbelow. It is stipulated that on this date, Telefonica owns 35,000
shares, equal to 35% of the validly issued shares of the Company.
A.2 Term of the Telefonica Option: Telefonica shall be entitled to exercise
the put option granted thereto between July 16 and July 25, 2005, both
dates included, and shall give notice of its exercise thereof by letter
sent through a Notary Public or delivered personally to the address of
Santa ▇▇▇▇▇▇ indicated in the preamble, with a copy to ▇▇. ▇▇▇▇▇▇
▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇.
A.3 Telefonica Option Price: The purchase price shall be the price
corresponding to Telefonica's PEV with respect to ▇▇▇▇▇ as of June 30,
2005, plus the peso equivalent to UF 142,021 (one hundred and forty-two
thousand twenty-one Unidades de Fomento) on the date of actual payment.
A.4 Minimum price: The foregoing notwithstanding, the parties agree that if
the Telefonica Option is exercised, the total price of the shares
acquired by Santa ▇▇▇▇▇▇ pro se or for the designate thereof may never
be less than the peso equivalent to UF 2,048,885 (two million
forty-eight thousand eight hundred and eighty-five Unidades de Fomento)
on the date of actual payment. The following sums shall be added and
deducted from such amount that are received between this date and the
date of exercise of the option: (i) the sums corresponding to capital
increases in which Telefonica has actually participated shall be added;
and (ii) capital decreases approved by the ▇▇▇▇▇ shareholders and
received by Telefonica and the sums that Telefonica has received for
dividends shall be deducted. Both the additions as well as the
deductions shall be duly adjusted by the change in the Unidad de
Fomento from the date of receipt to the date of payment of the minimum
price indicated above.
A.5 Term to Execute the Agreement. The purchase shall be executed within
thirty days after the date of exercise of the Telefonica Option by
execution of the respective public deed. The sale shall be made on a
bank business day in that period, at the time and in the Notarial
Office of the Borough of Santiago notified by Telefonica to Santa
▇▇▇▇▇▇ at least five days in advance, section three hereof
notwithstanding. A special domicile is set for these purposes in the
Borough of Santiago. The Notary is especially empowered to issue the
certificates and proof that are pertinent to the complying party.
Should Santa ▇▇▇▇▇▇ sell, assign, transfer or otherwise convey all or
part of its equity interest in ▇▇▇▇▇, it shall continue to be the only
one obligated to Telefonica should it exercise its option.
A.6 Form of Payment and Expiration of the Telefonica Option. Santa ▇▇▇▇▇▇
shall be obligated, pro se or for the designate thereof, to pay the
purchase price at once, in cash, on the same date when the deed setting
down the sale of the shares is signed, section three hereof
notwithstanding.
The Telefonica Option shall expire if it is not exercised in the
aforesaid period, with no need for any type of proceeding or
declaration.
B. Telefonica, in turn, grants the following irrevocable option to Santa ▇▇▇▇▇▇:
B.1 Santa ▇▇▇▇▇▇ Call Option (CALL): Upon expiration of the term Telefonica
has to exercise the put option, Santa ▇▇▇▇▇▇ shall have the right, pro
se or for the designate thereof, to exercise a call option (hereinafter
also called the Santa ▇▇▇▇▇▇ Option) against Telefonica between July 26
and August 5, 2005, should Telefonica not exercise its put option.
Telefonica shall be obligated to sell thereto all of the ▇▇▇▇▇ shares
it owns in the terms set out hereinbelow.
B.2 Santa ▇▇▇▇▇▇ Option: Telefonica grants an irrevocable option to Santa
▇▇▇▇▇▇, pro se or for the designate thereof, to purchase all of its
shares in ▇▇▇▇▇.
The Santa ▇▇▇▇▇▇ Option shall include all of the shares held by
Telefonica in ▇▇▇▇▇. Telefonica shall be obligated to sell those
shares.
B.3 Santa ▇▇▇▇▇▇ Option Price: The price of the Santa ▇▇▇▇▇▇ Option will be
the price of the PEV of Telefonica with respect to ▇▇▇▇▇ as of June 30,
2005, plus the peso equivalent to UF 142,021 (one hundred and forty-two
thousand twenty-one Unidades de Fomento) on the date of actual payment.
B.4 Minimum Price: The foregoing notwithstanding, the parties agree that if
the Santa ▇▇▇▇▇▇ Option is exercised, the total price of the shares
acquired by Santa ▇▇▇▇▇▇ pro se or for the designate thereof may never
be less than the peso equivalent to UF 2,048,885 (two million
forty-eight thousand eight hundred and eighty-five Unidades de Fomento)
on the date of actual payment. The following sums shall be added and
deducted from such amount that are received between this date and the
date of exercise of the option: (i) the sums corresponding to capital
increases in which Telefonica has actually participated shall be added;
and (ii) capital decreases approved by the ▇▇▇▇▇ shareholders and
received by Telefonica and the sums that Telefonica has received for
dividends shall be deducted. Both the additions as well as the
deductions shall be duly adjusted by the change in the Unidad de
Fomento from the date of receipt to the date of payment of the minimum
price indicated above.
B.5 Term to Execute the Agreement. The sale shall be executed within thirty
days after the date of exercise of the option by execution of the
respective public deed. The sale shall be made on a bank business day
in that period, at the time and in the Notarial Office of the Borough
of Santiago notified by Santa ▇▇▇▇▇▇ to Telefonica at least five days
in advance, section three hereof notwithstanding. A special domicile is
set for these purposes in the Borough of Santiago. The Notary is
especially empowered to issue the certificates and proof that are
pertinent to the complying party.
B.6 Form of Payment and Expiration of the Santa ▇▇▇▇▇▇ Option. Santa ▇▇▇▇▇▇
shall be obligated, pro se or for the designate thereof, to pay the
sale price at once, in cash, on the same date when the deed setting
down the sale of the shares is signed, section three hereof
notwithstanding.
The Santa ▇▇▇▇▇▇ Option shall expire if it is not exercised in the
aforesaid period, with no need for any type of proceeding or
declaration.
C) Early Strike
C.1 Early Strike of Santa ▇▇▇▇▇▇ Call Option: Notwithstanding the terms and
conditions established for exercise of the Telefonica and Santa ▇▇▇▇▇▇
Options, the parties agree that Santa ▇▇▇▇▇▇ may, pro se or for the
designate thereof, bring forward the exercise of its option on the
dates and under the conditions set out below:
i) Santa ▇▇▇▇▇▇ shall have the right, pro se or for the designate
thereof, to exercise the call option granted thereto early, between
July 26 and 31, 2003, both dates included. It shall give notice of its
exercise by letter sent on any of those days through a Notary Public or
delivered personally to the offices of Telefonica indicated in the
preamble, with a copy to the General Manager of Compania de
Telecomunicaciones de Chile S.A.
The purchase price of all of the shares--should the call option be
exercised on any of the dates indicated in the preceding
paragraph--shall be the price corresponding to the PEV of Telefonica
with respect to ▇▇▇▇▇ as of June 30, 2003, plus the peso equivalent to
UF 96,000 (ninety-six thousand Unidades de Fomento) on the date of
actual payment.
This notwithstanding, the parties agree that if this option is
exercised, the total price of the shares to be purchased may never be
less than the peso equivalent to UF 1,983,185 (one million nine hundred
and eighty-three thousand one hundred and eighty-five Unidades de
Fomento) on the date of actual payment. The following sums shall be
added and deducted from such amount that are received between this date
and the date of exercise of the option: (i) the sums corresponding to
capital increases in which Telefonica has actually participated shall
be added; and (ii) capital decreases approved by the ▇▇▇▇▇ shareholders
and received by Telefonica and the sums that Telefonica has received
for dividends shall be deducted. Both the additions as well as the
deductions shall be duly adjusted by the change in the Unidad de
Fomento from the date of receipt to the date of payment of the minimum
price indicated above.
Upon exercise of the option, the share purchase agreement shall be
executed no later than thirty days after the date of exercise in the
Notarial Office informed by Santa ▇▇▇▇▇▇ to Telefonica five days in
advance of the expiration of said period. Santa ▇▇▇▇▇▇ shall be
obligated to pay the purchase price at once, in cash, at the time the
deed setting down the sale of the shares is signed, section three
hereof notwithstanding.
This early strike option shall be irrevocably extinguished if it not
exercised on the aforesaid dates, with no need for any type of
proceeding or declaration.
ii) If Santa ▇▇▇▇▇▇ has not exercised the call option in the period
indicated in letter i) above, it shall have the right, pro se or for
the designate thereof, to exercise the call option granted thereto
early, between July 26 and 31, 2004, both dates included. It shall give
notice of its exercise by letter sent on any of those days through a
Notary Public or delivered personally to the offices of Telefonica
indicated in the preamble, with a copy to the General Manager of
Compania de Telecomunicaciones de Chile S.A.
The purchase price of all of the shares--should the call option be
exercised on any of the dates indicated in the preceding
paragraph--shall be the price corresponding to the PEV of Telefonica
with respect to ▇▇▇▇▇ as of June 30, 2004, plus the peso equivalent to
UF 119,000 (one hundred nineteen thousand Unidades de Fomento) on the
date of actual payment.
This notwithstanding, the parties agree that if this option is
exercised, the total price of the shares to be purchased may never be
less than the peso equivalent to UF 2,003,260 (two million three
thousand two hundred sixty Unidades de Fomento) on the date of actual
payment. The following sums shall be added and deducted from such
amount that are received between this date and the date of exercise of
the option: (i) the sums corresponding to capital increases in which
Telefonica has actually participated shall be added; and (ii) capital
decreases approved by the ▇▇▇▇▇ shareholders and received by Telefonica
and the sums that Telefonica has received for dividends shall be
deducted. Both the additions as well as the deductions shall be duly
adjusted by the change in the Unidad de Fomento from the date of
receipt to the date of payment of the minimum price indicated above.
Upon exercise of the option, the share purchase agreement shall be
executed no later than thirty days after the date of exercise in the
Notarial Office informed by Santa ▇▇▇▇▇▇ to Telefonica five days in
advance of the expiration of said period. Santa ▇▇▇▇▇▇ shall be
obligated to pay the purchase price at once, in cash, at the time the
deed setting down the sale of the shares is signed, without prejudice
to section three hereof.
This early strike option shall be irrevocably extinguished if it not
exercised on the aforesaid dates, with no need for any type of
proceeding or declaration.
THIRD: Review of Financial Statements
Telefonica shall be empowered to review the financial statements of ▇▇▇▇▇ as of
the dates indicated for each option, should any of the options be exercised, in
order to validate the financial equity of ▇▇▇▇▇ reported in those financial
statements. It shall have a period of ten consecutive days to do so beginning on
the date of notice of the exercise of the corresponding option.
The auditors and other authorized representatives of Telefonica shall have
access to the offices, properties, employees, documentation or other information
as of the date of exercise of the option in order to review the calculation of
the financial equity of ▇▇▇▇▇.
Should a dispute arise regarding the PEV of Telefonica in ▇▇▇▇▇ after a review
of the financial statements, it shall be resolved by the arbitrator appointed in
section seven, who shall render a decision within thirty days, without the form
of a trial, after having heard both Parties, or in another period set wisely
thereby, and he shall set a date for the signature of the respective agreement
that may not exceed five days as from the date of the Arbitrator's decision.
Notwithstanding any differences regarding the corresponding option price, the
parties agree to execute the purchase agreement for all of the shares and submit
such dispute to the Arbitrator. Santa ▇▇▇▇▇▇ promises to leave a bank bond in
possession of the Arbitrator in the name of Telefonica, payable upon demand, for
the amount of the difference submitted to the consideration of the Arbitrator,
effective for 60 days as from the date arbitration begins. This expiration date
should be extended for another 60 days if necessary.
FOURTH: Management and miscellaneous
▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Hauessler, as the majority partner in ▇▇▇▇▇, declares that the
administration and management of ▇▇▇▇▇ and subsidiaries shall be conducted
diligently, in good faith, from this date to consummation of one of the options
contained herein. No transaction shall be performed outside of the course of
business of ▇▇▇▇▇ and its subsidiaries.
The option shall remain in effect despite any transformation, division, merger
or liquidation of ▇▇▇▇▇--for which there are a call and put option granted
hereunder--regarding the shares or interests arising from the transformation,
division, merger or liquidation of ▇▇▇▇▇.
FIFTH: Guarantee
In order to guarantee Telefonica timely payment of the minimum sale price of the
▇▇▇▇▇ shares owned by Telefonica should any of the options indicated in section
two hereof be exercised, and also to guarantee timely performance of the
obligations arising herefrom, Santa ▇▇▇▇▇▇ hereby delivers the following bank
bonds to Telefonica, payable upon demand, in favor of Telefonica, drawn on this
date to expire September 26, 2003: (i) bond No. 0504583, issued by Banco del
Estado de Chile in the amount of 783,185 UF (seven hundred and eighty-three
thousand one hundred and eighty-five UF);(ii) bond No. 0085376, drawn on Banco
de Credito e Inversiones in the amount of 900,000 UF (nine hundred thousand UF);
and (iii) bond No. 18615, drawn on Banco Security in the amount of 300,000 UF
(three hundred thousand UF), which add up to UF 1,983,185 (one million nine
hundred and eighty-three thousand one hundred and eighty-five Unidades de
Fomento).
The bank bonds drawn for this purpose contain the following legend: "To secure
true and timely performance of the obligations under the Option Agreement signed
by and between Telefonica Empresas CTC Chile S.A. and Inversiones Santa ▇▇▇▇▇▇
Limitada on September 26, 2002."
Santa ▇▇▇▇▇▇ promises to renew the aforesaid bank bonds in a period no less than
five days prior to expiration thereof, in the following way: Santa ▇▇▇▇▇▇ shall
furnish one or several bonds in the first renewal in the same aforesaid terms,
to expire September 25, 2004, for an aggregate of 2,003,260 UF; for the second
renewal, it shall furnish one or several bonds to expire September 25, 2005, for
an aggregate of 2,048,885 UF.
Santa ▇▇▇▇▇▇ hereby authorizes Telefonica to enforce the bonds, with no need to
evidence the existence of any reason for such enforcement, in the following
cases:
o if the bond is not renewed in the established period; or
o if the term set for execution of the share purchase agreement expires after
any of the options hereunder has been exercised and notified but the
corresponding sale price has not been paid.
If Santa ▇▇▇▇▇▇ does not renew the bonds in 2003 or 2004 in the stipulated
periods, it shall be deemed to have chosen to exercise the call option in the
corresponding period early and, in this case, the procedure shall be as follows:
(i) Telefonica may enforce the bond upon expiration of the period available to
Santa ▇▇▇▇▇▇ to renew it; (ii) Telefonica may review the financial statements to
determine the PEV in ▇▇▇▇▇ in the period of ten days as from the date when the
bond is enforced; (iii) if the PEV for the corresponding option, including the
additional agreed sum, is higher than the minimum prices established for each
option, Santa ▇▇▇▇▇▇ is obligated to pay the difference in cash at the time of
signature of the respective purchase agreement; (iv) the parties promise to sign
the purchase agreement in the period of five days after expiration of the term
indicated in numeral (ii) above, in the Notarial Office indicated by Telefonica
to Santa ▇▇▇▇▇▇ five days in advance of the expiration of said period; and (v)
the provisions in section three shall apply in the event of any discrepancy as
to the price of the corresponding option.
The financial cost of the bank bonds established pursuant to this agreement
shall be paid exclusively by Santa ▇▇▇▇▇▇.
The parties declare that the obligations contained in this clause constitute an
essential element hereof.
SIXTH: Representations by the Parties
For purposes hereof, the Parties represent the following:
Corporate Authorizations
Both the execution of this Agreement as well as performance of all obligations
herein contained are within the powers of the Parties, have been approved by the
pertinent management of each thereof and constitute a valid and binding
Agreement.
No Breach
The execution and performance of this Agreement by both parties shall not breach
nor conflict with the by-laws thereof nor those of the Company nor breach nor
violate any legal, administrative, regulatory rule or court resolution served
and binding upon the parties.
Authorization
Telefonica may transfer all or part of the rights conferred herein if such
transfer is authorized previously by Santa ▇▇▇▇▇▇, who may not unreasonably deny
such an authorization.
SEVENTH: Arbitration
Any doubt or difficulty arising because of the interpretation, performance,
nullification, execution, validity, existence, voidance or enforceability of
this shareholders agreement, including those relative to the existence and
validity of the arbitration clause and the competence of the arbitrator, shall
be resolved on each occasion by an arbitration ex aequo et ▇▇▇▇ or amiable
compositeur, without form of trial. There shall be no remedy against the
resolutions of the arbitrator, which the parties hereby waive.
The parties first appoint ▇▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ as arbitrator ex aequo et
▇▇▇▇. If he is unwilling or unable to accept the position, even for supervening
reasons, they appoint ▇▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ secondly.
Failing both arbitrators, the arbitrator shall be appointed by mutual consent of
the parties. In the event of their disagreement, doubts or disputes shall be
resolved by arbitration according to the Rules of Procedure of the Arbitration
Center of the ▇▇▇▇▇▇▇▇ Chamber of Commerce published in the Official Gazette on
June 22, 1993, which form an integral part of this clause and which the parties
declare to know and accept. The parties confer a special irrevocable power of
attorney upon the ▇▇▇▇▇▇▇▇ Chamber of Commerce to appoint the arbitrator ex
aequo et ▇▇▇▇ from among the members of the Arbitration Corps of the Arbitration
Center of said Chamber, at the written request of any thereof. There shall be no
remedy against the resolutions of the arbitrator.
A mere written request by any of the parties to the ▇▇▇▇▇▇▇▇ Chamber of Commerce
requesting the appointment of the arbitrator shall suffice to evidence the lack
of agreement thereamong.
The arbitrator shall have in particular the attributions, authority and powers
conferred thereupon in this shareholders agreement.
EIGHTH: Miscellaneous
Communications and Notifications
Any communication or notification to the parties originating in this Agreement
shall be made by certified mail or fax and shall be deemed given or notified
three days after the certified letter is sent or upon confirmed receipt of the
fax. They shall be sent as follows:
a) If to the Seller:
General Manager
Telefonica Empresas CTC Chile S.A.
▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇ of Providencia, Santiago
with a copy to: ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇
General Manager
Compania de Telecomunicaciones de Chile S.A.
Avenida Providencia 111, Borough of Providencia, Santiago
b) If to the Buyer:
General Manager
Inversiones Santa ▇▇▇▇▇▇ Limitada
Teatinos 574, Borough of Santiago
with a copy to: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
Amendments and Assignment of the Agreement and Exercise of Rights
a) This Agreement may only be amended by written agreement of the parties
stating that it is an amendment to the Agreement.
b) This Agreement shall inure to the benefit of and shall be binding upon the
parties and their legal successors and authorized assigns. Santa ▇▇▇▇▇▇ may not
assign all or part of its rights hereunder without prior written consent of
Telefonica.
c) A failure or delay in the exercise of any right established herein by any of
the parties shall not imply a waiver thereof. Likewise, the single or partial
exercise of such rights shall not preclude the joint or total exercise thereof
nor of the other rights indicated herein or recognized to the parties by law.
Expenses
All fees, taxes, expenses and costs arising from this Agreement shall be paid in
equal proportions by both parties.
Governing Law
This Agreement is governed by the law of the Republic of Chile.
Headings and Voidance
The heading or titles of each section have been included merely for reference,
do not form a part of the content of the sections and must not be considered in
the interpretation of this Agreement.
The declaration of voidance or nullification of any clause in this Agreement
shall not affect the validity and effectiveness of the remaining clauses hereof
unless the Agreement cannot be enforced as a consequence thereof.
Domicile
For all legal purposes derived herefrom, the parties elect their domicile as the
city and borough of Santiago.
Terms
All periods of days established herein shall be consecutive days. Periods shall
be calculated in the manner established in article 48 of the Civil Code.
However, should any of the periods herein expire on a Saturday, Sunday or
holiday, it shall be deemed extended to the next succeeding business day.
Authorities
The authority of ▇▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ to represent Telefonica Empresas CTC
Chile S.A. is evidenced in the minutes of the Board of Directors meeting held
July 24, 2002, executed to public deed on July 30, 2002 before ▇▇. ▇▇▇▇▇▇
▇▇▇▇▇▇▇ ▇▇▇▇▇, Notary Public of Santiago.
The authority of the representative of Inversiones Santa ▇▇▇▇▇▇ Limitada is
evidenced in the public deed executed January 18, 1996, in the Santiago Notarial
Office of ▇▇. ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇.
Counterparts
Four counterparts of this document are signed of the same text and date, two
remaining in the possession of each party.
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TELEFONICA EMPRESAS CTC CHILE S.A.
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▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
INVERSIONES SANTA ▇▇▇▇▇▇ LIMITADA
