Register No. 4,199 COMMERCIAL PLEDGE AGREEMENT ON SHARES COMMERCIAL PLEDGE AGREEMENT ON SHARES OF ADMINISTRADOR FINANCIERO DE TRANSANTIAGO, S.A. PLEDGED TO INVERSIONES ALSACIA S.A. ET AL
Exhibit
4A.6
I.G./
Register
No.
4,199
COMMERCIAL
PLEDGE AGREEMENT ON SHARES
COMMERCIAL
PLEDGE AGREEMENT ON SHARES OF
ADMINISTRADOR
FINANCIERO DE TRANSANTIAGO, S.A.
PLEDGED
TO
INVERSIONES
ALSACIA S.A. ET AL
In
▇▇▇▇▇▇▇▇ de Chile, on this 5th day of February
in
the year 2007, before me, ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇ PEFAUR, a local
Notary Public with offices located at ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇ ▇▇, ▇▇▇▇▇▇▇▇▇
Notary of the 21st Notarial
Office of
Santiago, appeared ▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇ ▇▇▇▇▇▇▇▇, a Chilean citizen, married, industrial civil engineer by
profession, holder of national identification card No. 6,196,849-0, verifiably
representing the BANCO DEL ESTADO DE CHILE, an autonomous
entity of the Chilean government, tax identification No. 97,030,000-7, both
domiciled in this city of ▇▇▇▇▇▇▇▇ at ▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇’▇▇▇▇▇▇▇
▇▇. ▇▇▇▇; ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇, a Chilean citizen, married,
commercial engineer by profession, holder of
national
identification card No. 3,673,092-9, verifiably representing the BANCO
DE CHILE, a corporation engaged in the banking business, tax
identification No. 97,004,000-5, both domiciled in this city of ▇▇▇▇▇▇▇▇ at
Calle ▇▇▇▇▇▇▇ No. 251; OSCAR VON ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, a Chilean
citizen, married, an engineer by profession, holder of national identification
card No. 6,926,511-1, verifiably representing the BANCO
SANTANDER-CHILE, a corporation engaged in the banking business, tax
identification No. 97,036,000-K, both domiciled in this city of ▇▇▇▇▇▇▇▇ at
Calle Bandera No. 140; ▇▇▇▇▇ ▇▇▇▇▇ DUBRAVCIC, a Chilean
citizen, married, commercial engineer by profession, holder of national
identification card No. 5,865,947-9, verifiably representing the BANCO
DE CREDITO E INVERSIONES, a corporation engaged in the banking
business, tax identification No. 97,006,000-6, both domiciled in this city
of
▇▇▇▇▇▇▇▇ at ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇. ▇▇▇▇; ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇,
a Chilean citizen, married, civil engineer by profession, holder of national
identification card No. 6,580,740-8, verifiably representing SONDA
S.A., a corporation engaged in data processing services, tax
identification No. 83,620,000-4, both domiciled in this city of ▇▇▇▇▇▇▇▇ at
Calle Teatinos No. 500, and ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, a Chilean
citizen, married, commercial engineer by profession, holder of national
identification card No. 10,174,449-3 and ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇, a Chilean citizen, married, accountant by profession, holder of
national identification card No. 6,651,290-8,
both
verifiably
representing PROMOTORA CMR ▇▇▇▇▇▇▇▇▇ ▇.▇., a corporation
engaged in lending, tax identification No. 96,743,000-6, all domiciled in this
city of ▇▇▇▇▇▇▇▇ at ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇. ▇▇▇, ▇▇▇ ▇▇▇▇▇, all
jointly
for purposes of this agreement being called the “Shareholders” or the “Pledge
Debtors”, parties of the first part, and as parties of the second part,
▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇, a Chilean citizen, holder of
national identification card No. 8,741,336-5, verifiably representing
INVERSIONES ALSACIA S.A., tax identification No. 99,577,400-3,
a corporation legally organized and existing under Chilean law, both domiciled
at ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇. ▇▇, ▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇
▇▇▇▇,
▇▇▇▇ of Providencia; ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇, a Colombian
citizen, holder of alien identification card No. 21,917,402-0, and
▇▇▇▇▇▇ DEL ▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, a Chilean citizen, holder of
national identification card No. 6,076,632, both verifiably representing
SU BUS CHILE, S.A., taxpayer identification No. 21,918,402-0, a
corporation organized and existing under the laws of Chile, all domiciled in
the
city of ▇▇▇▇▇▇▇▇ at ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇. ▇▇▇, ▇▇▇▇▇▇ ▇▇ and 42; ▇▇▇▇▇▇
▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, a Chilean citizen, holder of national
identification card No. 4,462,201-7, verifiably representing BUSES GRAN
▇▇▇▇▇▇▇▇, ▇.▇., taxpayer identification No.
99,557,450-0,
a
corporation
organized and existing under the laws of Chile, both domiciled in the city
of
▇▇▇▇▇▇▇▇ at Calle Catedral No. 1712, 3rd floor, suite
4;
▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇, a Chilean
citizen, holder of national identification card No. 8,741,336-5, verifiably
representing EXPRESS ▇▇ ▇▇▇▇▇▇▇▇,
▇.▇., taxpayer identification No. 99,577,390-2, a
corporation organized and existing under the laws of Chile, both domiciled
in
the Town of Providence at ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇. ▇▇, ▇▇▇▇▇ ▇▇, suite 2001;
▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, a Chilean citizen, holder of
national identification card No. 4,462,201-7, verifiably representing
BUSES METROPOLITANA, S.A., taxpayer
identification No. 99,557,440-3, a corporation organized and existing under
the
laws of Chile, both domiciled in the city of ▇▇▇▇▇▇▇▇ at ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇.
▇▇▇▇, ▇▇▇ ▇▇▇▇▇,
▇▇▇▇▇ ▇; ▇▇. ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇, a Chilean citizen, married,
civil engineer by profession, holder of national identification card No.
6,758,105-9 and ▇▇. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇, a Chilean citizen,
married, commercial engineer by profession, holder of national identification
card No. 14,268,425-K, both verifiably representing REDBUS ▇▇▇▇▇▇
▇.▇., tax identification number 99,578,170-0, a corporation organized
and existing under the laws of Chile, all domiciled at ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇
▇▇▇▇▇ ▇▇. ▇▇▇▇
in
the Town of
Quilicura; ▇▇. ▇▇▇▇ ▇▇▇▇▇▇▇▇ MORAGA, a Chilean citizen, holder
of national identification card No. 8,711,413-9 and ▇▇. ▇▇▇▇▇ ▇▇▇▇▇▇▇
▇▇▇▇▇ ▇▇▇▇▇, a Chilean citizen, holder of national identification card
No. 6,051,829-7, both verifiably representing SERVICIOS DE TRANSPORTE DE
PERSONAS ▇▇▇▇▇▇▇▇ ▇.▇., tax identification number 99,559,010-7, a
corporation organized and existing under the laws of Chile, all domiciled at
Calle ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ No. 51 in the city of ▇▇▇▇▇▇▇▇; ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, holder of national identification card No.
10,577,000-6, verifiably representing UNION DEL TRANSPORTE
S.A., tax identification number 99,577,940-4, a corporation organized
and existing under the laws of Chile, both domiciled at Calle Compañía No. 1390,
suite 414, in the city of Santiago; ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ DOSQUE SAN
▇▇▇▇▇▇, holder of national identification card No. 5,800,674-2,
verifiably representing COMERCIAL NUEVO MILENIO S.A., tax
identification number 99,546,310-5, a corporation organized and existing under
the laws of Chile, both domiciled at ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇’▇▇▇▇▇▇▇ ▇▇.
▇▇▇▇, in the city of ▇▇▇▇▇▇▇▇; and ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇,
a Chilean citizen, holder of national identification card No. 5,550,804-6 and
ADRIANA DEL ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, a Chilean citizen, holder
of national identification card No.
5,799,135-6,
both
verifiably representing TRANS ARAUCARISAS S.A., tax
identification number 99,578,170-0, a corporation organized and existing under
the laws of Chile, all domiciled at Los Nogales No. 2845 in the Town of La
Pintana, also hereinafter referred to as the “Pledge Creditors”. The appearing
parties named are all of legal age, have accredited their identities by
exhibiting the aforementioned identification cards, and state that they have
agreed to make, as they do in fact make the following commercial pledge
agreement, in accordance with Articles 813 and following of the Commercial
Code.
Clause One. Background – 1) The Shareholders are currently
shareholders of the closed corporation known as ADMINISTRADOR FINANCIERO
DE TRANSANTIAGO S.A., subject to the laws of open
or publicly-held corporations that support the banking industry, hereinafter
referred to indistinctly as the “Corporation” or “AFT”, founded and established
by a public instrument dated June 8, 2005, executed before ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇
Pefaur, Notary in Santiago, an extract of which is recorded on page 20,009,
number 14,486 of the Registry of Trade of the Custodian of Real Estate of
Santiago for the year 2005, and was also published in the Official Gazette
of
June 14th of
that same year. 2) ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇ declares that the
BANCO DEL ESTADO DE CHILE is currently sole owner, among others, of 210,000
shares issued by AFT, as officially shown in stock certificate number 001 of
June 8, 2005; ▇▇▇▇▇▇▇ ▇▇▇▇-▇▇▇▇▇ Vergara declares that the BANCO SANTANDER-CHILE
is currently sole owner, among others, of 200,000 shares issued by AFT, as
officially shown in stock certificate number 002 of June 8, 2005; ▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇ declares
that
the BANCO DE
CHILE is currently sole owner, among others, of 200,000 shares issued by AFT,
as
officially shown in stock certificate number 003 of June 8, 2005; ▇▇▇▇▇ ▇▇▇▇▇
Dubravcic declares that the BANCO DE CREDITO E INVERSIONES is currently sole
owner, among others, of 200,000 shares issued by AFT, as officially shown in
stock certificate number 004 of June 8, 2005; ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇ declares
that SONDA S.A. is currently sole owner, among others, of 95,000 shares issued
by AFT, as officially shown in stock certificate number 005 of June 8, 2005,
and
▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ and ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ declare that PROMOTORA
CMR ▇▇▇▇▇▇▇▇▇ ▇.▇. is currently sole owner, among others, of 95,000 shares
issued by AFT, as officially shown in stock certificate number 006 of June
8,
2005. The shares of the Shareholders in the Corporation, hereinafter referred
to
all together as the “Shares”, are validly recorded in the names of each of the
corporations in the pertinent Registry of Shareholders of the Corporation;
said
shares are registered, common, without nominal value, of equal value and all
of
one same and sole series. 3) Per resolution number 15 of 2004
issued by the Ministry of Transportation & Telecommunications, hereinafter
referred to as the “Ministry”, the Basic Conditions and Specifications of the
Public Bid respecting the Supplementary Financial Administration Services
Contract for the funds of the public passenger transportation system of
Santiago, hereinafter referred to as the “AFT Bid Specifications 2004”, were
approved. 4) Per resolution number 897 of April 18, 2005, of
the Ministry, the awarding of AFT Bid Specifications 2004 was approved, said
award having been made to the Banco del Estado de Chile. 5) On
July 28, 2005, the Corporation and the Ministry entered into
the
Supplementary
Financial Administration Services Contract for the funds of the public passenger
transportation system of Santiago, hereinafter referred to as the “AFT
Agreement”, which was approved by Special Resolution number 1853 of 2005 of the
Ministry. Clause Two. PURPOSE OF THE AGREEMENT. By this
agreement, the Shareholders, duly represented as described above, constitute
a
commercial pledge in favor of the Pledge Creditors, in accordance with Articles
813 et seq. of the Commercial Code, and pursuant to the terms and conditions
set
forth above, on the Shares owned by them, as itemized and described in Clause
One of this instrument, for the purpose of guaranteeing the full, effective,
faithful and timely performance of each and every one of the obligations
contracted by the Corporation under the AFT Agreement and the mandates conferred
by the Pledge Creditors in their capacities as providers of transportation
services, conforming with what is stipulated in the aforementioned AFT
Agreement, and likewise by virtue of any other document that may supplement
the
subject agreement in the future; the subject pledge also covers the
reimbursement, if any, of all costs and expenses, legal and extra-legal,
including attorneys’ fees, if any, that may be incurred in connection with any
proceedings or transfer of this pledge. Clause Three. NON-EXISTENCE OF
LIENS AND/OR ENCUMBRANCES ON THE PLEDGED SHARES. The Shareholders
likewise undertake not to constitute or permit any lien or encumbrance on,
or
otherwise engage in any act or make any contract respect the Shares pledged
by
this instrument, whether such lien, encumbrance, act or contract pertains to
all
of the Shares or a part thereof, without the prior express and written approval
of the Pledge Creditors, and pursuant to the terms of the within Agreement.
The
parties appearing declare that the term “lien” means any real guarantees or any
obligation, encumbrance, prohibition, condition, rights granted to
third-parties, attachments, impediments or
restrictions
that
may affect or impede or limit the free use, enjoyment and disposal of the
Shares. Clause Four. DELIVERY OF SHARES AND ACCEPTANCE. The
parties appearing declare in this agreement that the Pledge Debtors shall
deliver to the full satisfaction of the Pledge Creditors through their
representatives designated in the introduction of this instrument, certificates
Nos. 001, 002, 003, 004, 005 and 006 to the Banco del Estado de Chile, the
Banco
Santander-Chile, the Banco de Chile, the Banco de Crédito e Inversiones, and the
corporations known as Sonda S.A. and Promotora CMR ▇▇▇▇▇▇▇▇▇ ▇.▇., respectively,
issued by the Corporation to whom the shares pledged in the present instrument
belong. Likewise, ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇ del
▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇,
▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇
▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Dosque San ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
▇▇▇▇▇ and ▇▇▇▇▇▇▇ del ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, in the name and on behalf of the
Pledge Creditors, accept the pledge of shares described herein and prohibition
of establishing any liens and/or encumbrances thereon, and acquire for their
respective principals the real right of pledge. Clause Five. EXTENT OF
THE PLEDGE. The pledge and the restrictions and prohibitions made in
this instrument include and extend ipso jure to any appreciation the
shares might undergo, and include but are not limited to paid shares,
preferential rights or options of any kind, whether of preferential subscription
to shares, stock-convertible bonds or any other securities that confer future
rights on the Corporation or on any successor or substitute corporation or
entity. Likewise, in the case of issuance of new paid shares, any new securities
that may be issued with respect to the pledge
presently
made are
understood to be affected. The Pledge Debtors irrevocably authorize the Pledge
Creditors, on behalf of whom the named representatives accept, to request from
the Corporation or its successor corporation or substitute entity, and for
withdrawing and receiving from such corporation, any new stock certificates
or
other securities that may be issued as a consequence of an issuance of paid
shares or exchange of shares for the issuance of new shares for any reason,
without having to be delivered by the Corporation or any successor or substitute
corporation or entity to the Pledge Debtors, with the Pledge Creditors being
obligated to immediately request a Notary Public to give notice of the pledge
agreement to record said encumbrance on these new shares in the Registry of
Shareholders of the Corporation or any successor or substitute corporation.
With
respect to the ownership rights pertaining to the Shares, these rights will
belong to the Pledge Debtors, who may collect any distributions on the pledged
Shares that relate to dividends declared on the net earnings for the last
business year. Without prejudice to what is stated above, in the event of any
non-performance of any of the obligations guaranteed under Clause Two hereof,
the Pledge Creditors may immediately demand the enforcement of the pledge made
in this instrument. Any non-performance by the Corporation will not require
verification to the corporation issuing the Shares or any successor or
replacement corporation, rather, a written notice of non-performance issued
by
the Notary of the corporation issuing the Shares or any successor or replacement
corporation, with a copy to the Pledge Debtors will therefore suffice. This
latter circumstance will not require verification to the corporation issuing
the
Shares or any successor or replacement corporation. Commencing from the date
of
said notice and on the merits of it alone, the Pledge Creditors
may
demand
that the
corporation, or any successor or replacement corporation, collect dividends
and
earnings that the holder or owner of the Shares is due, and for such purposes,
the corporation or any successor or replacement corporation shall be empowered
to pay said amounts to the Pledge Creditors, thereby releasing the Pledge
Debtors from any liability to the Corporation, or its successor or replacement,
as the entity issuing the shares that have been pledged in this instrument,
with
respect to those payments. Clause Six. PRESERVATION OF THE RIGHTS OF THE
PLEDGE DEBTORS. The Pledge Debtors shall maintain full exercise of the
right to participate in the General Meetings of Shareholders of the Corporation
or any successor or replacement corporation, as a full member, and shall also
maintain full exercise of any other rights corresponding to them that are
different from those mentioned in Clause Five above. However, for approving
any
amendment to the by-laws of the Corporation the Pledge Debtors or any successor
or replacement corporation that may affect the pledge and prohibitions
constituted hereunder, in terms of reducing in a relevant manner the value
of
the guarantee, the prior written authorization of the Pledge Creditors shall
be
required, and the Pledge Creditors may not deny or delay such authorization
without reasonable and due cause. Clause Seven. TRANSFORMATION OF THE
CORPORATION. In the event of any break-up, merger or transformation of
the corporation issuing the Shares previously authorized in writing by the
Pledge Creditors in the manner stipulated in the preceding clause, the pledge
and the restrictions and the prohibitions established hereunder shall extend
to
all of the shares of any new corporation or corporations that might be formed
as
a result of a break-up or merger, or of the surviving companies existing after
the break-up or merger, pertinent to the rights or investment, as the case
may
be, in the transformed corporation. The Pledge Creditors are exclusively
authorized to withdraw directly
through
any of their
authorized representatives or through a Notary Public who is petitioned in
their
name, the corresponding stock certificates in all of the preceding cases, and
to
request the recording of this pledge and prohibition(s) in the appropriate
registries of shareholders, with the Pledge Debtors consequently waiving its
right to request such delivery to itself or to another party. Clause
Eight. COMMERCIAL PLEDGE. The commercial pledge made in this instrument
is constituted in accordance with the provisions embodied in Articles 813 et
seq. of the Commercial Code, and in accordance with Article Two hereof, and
further in accordance with Articles 2384 et seq. of the Civil Code.
Clause Nine. DECLARATION OF OWNERSHIP. Each of the Pledge
Debtors declare that it is the sole and exclusive owner of the pledged shares;
that these shares are duly recorded in its name in the Registry of Shareholders
of the Corporation and that all of them are duly paid, and that the Pledge
Debtors have the corresponding authorizations and approvals required by law.
Likewise, the Pledge Debtors declare that the pledged shares are free and clear
of any and all liens, encumbrances, obligations, judgments, restrictions,
limitations, attachments, injunctions, resolutory actions or preferential
third-party rights, save for the pledge that is made hereunder to the Pledge
Creditors, and that the pledge shares are not affected by any options, promises
of sale, conditional or term sales, or any other act or contract that has or
might have as its purpose the transfer of ownership of said shares, and that
no
impediment exists that might affect their free disposal or the making of this
pledge and prohibition on liens and sales. Legal Status. The
legal status of ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ to act in representation of Buses
Gran ▇▇▇▇▇▇▇▇ ▇.▇. is embodied in the public instrument of June 2,
2006,
executed
before
▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, Notary in Santiago. The legal status of ▇▇▇▇▇ ▇▇▇▇▇▇▇
Dosque San ▇▇▇▇▇▇ to act in representation of Comercial Nuevo Milenio S.A. is
embodied in the public instrument of May 4, 2006, executed before ▇▇▇▇▇▇▇
▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, Notary in Santiago. The legal status of ▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ to act in representation of Buses Metropolitana S.A. is embodied
in public instrument of June 2, 2006, executed before ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇,
Notary in Santiago. The legal status of ▇▇. ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ and ▇▇. ▇▇▇▇▇▇
del ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ to act in representation of Su Bus Chile S.A. is embodied in
the public instrument of September 26, 2005, executed before Notary ▇▇▇▇▇▇▇▇
▇▇▇▇ ▇▇▇▇▇▇▇▇▇. The legal status of ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ to act in representation
of Express ▇▇ ▇▇▇▇▇▇▇▇ Uno S.A. is embodied in the public instrument of June
2,
2006, executed before ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, Notary in Santiago. The legal
status of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ to act in representation of Alsacia
S.A. is contained in the public instrument of February 22, 2006, executed before
▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Escalas, Notary in Santiago. The legal status of ▇▇. ▇▇▇▇
▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ and ▇▇. ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ to act in representation of
Servicio de Transporte de Personas ▇▇▇▇▇▇▇▇ ▇.▇. is embodied in the public
instrument of July 15, 2004, executed before Notary ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇.
The legal status of ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ to act in representation of
Unión del Transporte S.A. is contained in the public instrument of February 22,
2005, executed before Notary ▇▇▇▇▇ ▇▇▇▇ Cadot. The legal status of ▇▇▇▇ ▇▇▇▇▇▇▇
▇▇▇▇▇▇▇▇ ▇▇▇▇▇ and ▇▇▇▇▇▇▇ del ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ to act in representation
of
Trans
Araucaia S.A.
is embodied in the public instrument of January 27, 2006, executed before ▇▇▇▇
▇▇▇▇▇▇▇ San ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, Notary in Santiago. The legal status of ▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇▇ and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇ to act in representation of Redbus ▇▇▇▇▇▇ ▇.▇.
is embodied in the public instrument of December 1, 2005, executed before
▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, Notary in Santiago. The legal status of ▇▇▇▇
▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇
to act in representation of Sonda S.A. is contained in the public instrument
of
June 3, 2004, executed before Notary ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Cash. The legal status of
▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ to act in representation of the Banco del Estado
de Chile is embodied in Treasury Department Supreme Decree No. 754 of 1995,
published in the Official Gazette of August 4, 1995. The legal status of ▇▇▇▇▇
▇▇▇▇▇▇ ▇▇▇▇▇▇▇ to act in representation of the Banco de Chile is embodied in the
public instrument of March 4, 2002, executed before ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Cash, Notary
in Santiago. The legal status of Oscar Von ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ to act in
representation of the Banco Santander-Chile is embodied in the public
instruments of July 25, 2002, and July 23, 2003, both executed before ▇▇▇▇▇
de
la Fuente ▇▇▇▇▇▇▇▇▇, Notary in Santiago. The legal status of ▇▇▇▇▇ ▇▇▇▇▇
Dubravcic to act in representation of the Banco de Crédito e Inversiones is
contained in the public instruments of May 30, 2005, and August 1, 2006, both
executed before ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇, Notary in Santiago. The legal status of
▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ and ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ to act in representation
of Promotora CMR ▇▇▇▇▇▇▇▇▇ ▇.▇. is embodied in the public instrument of October
8, 2004, executed before Notary ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇.
IN
WITNESS WHEREOF, the instrument was signed
after having been read. This instrument will be recorded in the Register of
Public Instruments for the current month under the number indicated. A copy
is
being issued. I so attest.
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By:
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/s/
Oscar von Chrismar
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Name:
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Oscar
von Chrismar
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Chief
Executive Officer
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