November 26, 1997
Supercanal Holding S.A. and each of
the other Issuers under the Note
Purchase Agreement described below
Re: U.S.$300 Million Note Purchase Agreement/Conditions to Tescorp Acquisition
Ladies & Gentlemen:
Reference is hereby made to the Note Purchase Agreement, dated as of
November 12, 1997 (as modified, amended or supplemented from time to time,
the "Note Purchase Agreement"), among Supercanal Holding S.A. and various
other subsidiaries thereof that are or may become party thereto, various
financial institutions, ING Baring (U.S.) Securities, Inc., as Arranger, ING
Baring (U.S.) Capital Corporation, as Administrative Agent and as Collateral
Agent, and The Bank of New York, as Registrar. Capitalized terms used herein
shall, unless the context otherwise requires, have the meanings provided in
the Note Purchase Agreement.
The Issuers have informed the Purchasers that they desire to request
Advances in order to finance the Tescorp Acquisition. Pursuant to Section
12.1(b) of the Note Purchase Agreement, the Required Purchasers may specify
the terms and conditions upon which Advances will be made by the Purchasers
to finance the Tescorp Acquisition, including the execution and delivery of
certain documents and instruments and the provision of certain legal
opinions. This letter constitutes an agreement of the Purchasers regarding
the terms and conditions upon which such Advances will be made.
For valuable consideration given and received, the parties hereto
hereby agree as follows:
1. Conditions Precedent to the Funding Relating to the Stock
Purchase. The obligation of each Purchaser to make Advances to (i) pay the
unpaid amount of the acquisition price for the Purchased Common Stock (as
defined in the Amended Stock Purchase and Merger Agreement dated as of
November 26, 1997, between Tescorp Delaware and Tescorp Texas (the "Tescorp
Purchase Agreement")), or (ii) to pay or reimburse any transaction expenses
directly related to the Tescorp Acquisition, is subject, at the time of such
Funding, to the satisfaction or waiver of the following conditions:
(a) the Issuers shall have satisfied each of the conditions set
forth in Sections 5.2(a) through (d) and Section 5.3(e) of the Note
Purchase Agreement;
(b) at the time of the Funding (A) the Issuers shall have
complied with all of their obligations hereunder, and (B) all
representations and warranties contained
herein shall be true and correct in all material respects with the same
effect as though such representations and warranties had been made as of
such time;
(c) the Administrative Agent shall have received a certificate
from Tescorp Delaware, dated such Funding Date, signed by the President or
any Vice President of Tescorp Delaware, substantially in the form of
Exhibit A hereto;
(d) Supercanal Holding shall have executed and delivered a
pledge agreement substantially in the form of Exhibit B hereto, pursuant to
which Supercanal Holding shall have granted to (A) the Collateral Agent,
for the benefit of the Purchasers, a Lien of first priority in all of the
Stock of Tescorp Delaware, and (B) the Bridge Collateral Agent, for the
benefit of the Bridge Purchasers, a Lien of second priority in all such
Stock, in each such case free and clear of all Liens;
(e) Tescorp Delaware shall have executed and delivered:
(1) a joinder agreement substantially in the form of
Exhibit G to the Note Purchase Agreement, pursuant to which Tescorp
Delaware shall have become a party to the Note Purchase Agreement and
the other Purchase Documents and the Bridge Note Purchase Agreement
and the other Bridge Purchase Agreements;
(2) a pledge agreement substantially in the form of Exhibit
C hereto, pursuant to which Tescorp Delaware shall have (A) granted to
(i) the Collateral Agent, for the benefit of the Purchasers, a
perfected Lien of first priority in all of the Stock of Tescorp Texas
theretofore and thereafter acquired by Tescorp Delaware, and (ii) the
Bridge Collateral Agent, for the benefit of the Bridge Purchasers, a
perfected Lien of second priority in all such Stock, in each such case
free and clear of all Liens (and shall have delivered to the
Collateral Agent all Stock of Tescorp Texas owned by Tescorp Delaware
as of such date (which shall constitute not less than 20% of the
issued and outstanding common Stock of Tescorp Texas), together with
stock powers executed in blank), and (B) assigned to the Collateral
Agent for the benefit of the Purchasers the right to receive any
payment to Tescorp Delaware pursuant to Paragraph 11.2 of the Tescorp
Purchase Agreement;
(f) the Administrative Agent shall have received a letter from
the Process Agent, in form and substance satisfactory to the Administrative
Agent in all respects, indicating its consent to its appointment by Tescorp
Delaware as its agent to receive service of process in connection with the
transactions contemplated by the Note Purchase Agreement;
(g) on or prior to the Funding Date, (i) each of the conditions
precedent set forth in the Tescorp Purchase Agreement to the Stock Purchase
(as defined in the Tescorp Purchase Agreement) shall have been satisfied
(as reasonably determined by the Required Purchasers) and not waived (or
with respect to any non-material conditions, waived by the applicable
party), (ii) the Stock Purchase (as defined in the Tescorp Purchase
Agreement) shall have been consummated, and (iii) the President or any Vice
President of Tescorp Delaware shall have provided a certificate to the
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Administrative Agent certifying as to the matters set forth in clauses (i)
and (ii) above; and
(h) if proceeds of the Advances will be used to pay or reimburse
transaction fees and expenses in connection with the Tescorp Acquisition,
the Administrative Agent shall have approved the amounts of such fees and
expenses.
The parties agree and acknowledge that the pledge agreement executed and
delivered pursuant to paragraph 1(e) above shall provide that the Stock pledged
pursuant thereto shall be released upon (i) the repurchase of the Purchased
Common Stock (as defined in the Tescorp Purchase Agreement), and (ii) the
payment to the Collateral Agent of any amounts payable to Tescorp Delaware
pursuant to Paragraph 11.2 of the Tescorp Purchase Agreement.
2. Conditions Precedent to the Funding Relating to the Tender
Offers. The obligation of each Purchaser to make Advances to (i) pay the
amounts required to be paid under the Tescorp Purchase Agreement for the shares
of Stock tendered in response to the Tender Offers (as defined in the Tescorp
Purchase Agreement), or (ii) to pay or reimburse any transaction expenses
directly related to the Tescorp Acquisition, is subject, at the time of such
Funding, to the satisfaction or waiver of the following conditions:
(a) the Issuers shall have satisfied each of the conditions set
forth in Sections 5.2(a) through (d) and Sections 5.3(e) of the Note
Purchase Agreement;
(b) at the time of the Funding (A) the Issuers shall have
complied with all of their obligations hereunder, and (B) all
representations and warranties contained herein shall be true and correct
in all material respects with the same effect as though such
representations and warranties had been made as of such time;
(c) on or prior to the Funding Date, (i) each of the conditions
precedent as set forth in the Tescorp Purchase Agreement to the payment of
amounts required to be paid under the Tescorp Purchase Agreement for the
shares of Stock tendered in response to the Tender Offers shall have been
satisfied (as reasonably determined by the Required Purchasers) and not
waived (or with respect to any non-material conditions, waived by the
applicable party), (ii) Tescorp Delaware shall have consummated the
acquisition of not less than 66 2/3% of the issued and outstanding common
Stock of Tescorp Texas, and (iii) the President or any Vice President of
Tescorp Delaware shall have provided a certificate to the Administrative
Agent certifying as to the matters set forth in clauses (i) and (ii) above;
and
(d) if proceeds of the Advances will be used to pay or reimburse
transaction fees and expenses in connection with the Tescorp Acquisition,
the Administrative Agent shall have approved the amounts of such fees and
expenses.
3. Amount of Fundings for the Tescorp Acquisition. Notwithstanding
anything contained in the Note Purchase Agreement to the contrary, the
aggregate amount of Advances under the Note Purchase Agreement to finance the
Tescorp Acquisition shall not exceed U.S.$107,000,000.
3
4. Representations and Warranties of the Issuers. In order to
induce the Purchasers to enter into this letter agreement and make the
Advances requested in connection with the Tescorp Acquisition, each of the
Issuers makes the following representations and warranties, all of which
shall survive the execution and delivery of this letter agreement and the
making of the Advances, with the occurrence of each Funding in connection
with the Tescorp Acquisition being deemed to constitute a representation and
warranty that the representations and warranties made pursuant to this
paragraph 4 are true and correct on the date of Funding (it being understood
and agreed that any representation and warranty which by its terms is made as
of a specified date shall be required to be true and correct in all material
respects only as of such specified date):
(a) Each of the representations and warranties of the Issuers
contained in Section 6 of the Note Purchase Agreement and each of the
representations and warranties of Tescorp Delaware in Article VI of the
Tescorp Purchase Agreement are true and correct. To the knowledge of the
Issuers, each of the representations and warranties made by Tescorp Texas in
Article V of the Tescorp Purchase Agreement are true and correct.
(b) In connection with the transactions contemplated by the Tescorp
Acquisition Agreement, Tescorp Delaware and, to the knowledge of the Issuers,
Tescorp Texas have complied and will comply, in all material respects, with
all requirements of the Securities Act of 1933, as amended, and all rules and
regulations promulgated thereunder, and the Securities Exchange Act of 1934,
as amended, and all rules and regulations promulgated thereunder.
(c) Each of the Issuers (including, Tescorp Delaware) has the power
and authority to execute, deliver and perform the terms and provisions of
this letter agreement and the pledge agreements and other documents and
instruments required to be executed and delivered pursuant hereto to which it
is party (collectively, the "Documents") and has taken all corporate or other
action necessary to authorize the execution, delivery and performance by it
of each such Document as has been executed and delivered as of each date this
representation and warranty is made. Each of the Issuers (including Tescorp
Delaware) has duly executed and delivered each of the Documents to which it
is party, and each such Document constitutes its legal, valid and binding
obligation enforceable against it in accordance with its terms, except as
such enforcement may be limited by applicable bankruptcy, insolvency,
fraudulent conveyance, reorganization or other similar laws relating to or
affecting creditors' rights generally or by general equity principles.
(d) Neither the execution, delivery or performance by any Issuer
(including, Tescorp Delaware) of the Documents to which it is a party, nor
compliance by it with the terms and provisions thereof, nor the use of the
proceeds of the Advances as contemplated herein and in the Note Purchase
Agreement (i) will contravene any provision of any law, statute, rule or
regulation or any order, writ, injunction or decree of any court or
governmental instrumentality binding on any such Issuer, (ii) will conflict
or be inconsistent with or result in any breach of any of the terms,
covenants, conditions or provisions of, or constitute a default in respect
of, or result in the creation or imposition of (or the obligation to create
or impose) any Lien (other than Liens created pursuant to the Security
Documents) upon, any of the property or assets of any Issuer or pursuant to
the terms of any indenture, mortgage, deed of trust, credit agreement, loan
agreement or any other material agreement, contract or instrument to which
any Issuer is a party or by
4
which any such Issuer or its properties or assets is bound or to which any
such Issuer may be subject or (iii) will violate any provision of the
estatutos sociales, articles of incorporation, bylaws or other organizational
documents of any Issuer.
(e) Upon execution and delivery, the provisions of each of the
pledge agreements required to be executed and delivered pursuant to paragraph
5.c hereof will be effective to (i) create in favor of the Collateral Agent
for the benefit of the Purchasers, a legal, valid and enforceable fully
perfected first priority Lien on and security interest in the Stock referred
to therein, and (ii) create in favor of the Bridge Collateral Agent for the
benefit of the Bridge Purchasers, a legal, valid and enforceable fully
perfected second priority Lien on and security interest in such Stock,
subject to no other Liens.
5. Covenants.
a. Contemporaneously with the acquisition of any Stock of Tescorp
Texas by Tescorp Delaware, the Issuers will cause Tescorp Delaware to deliver
such Stock to the Collateral Agent to be held by the Collateral Agent
pursuant to, and subject to the Liens created by, the pledge agreement
executed and delivered by Tescorp Delaware pursuant to paragraph 1(e) above.
b. The Issuers will take all steps necessary to effect the Merger
(as defined in the Tescorp Purchase Agreement), and will effect the Merger,
as soon as is practicable, but in no event later than March 31, 1998;
provided, however, that the Administrative Agent may provide one or more
extensions of the time (not to exceed 60 days in each instance) by which the
Merger shall be completed if the Administrative Agent shall have determined
that the Issuers are diligently taking all reasonable action in order to
effect the Merger as soon as is practicable. The Issuers will provide to the
Administrative Agent from time to time such information as it shall
reasonably request in connection with the status of the Merger;
c. Contemporaneously with the consummation of the Merger (as
defined in the Tescorp Purchase Agreement), the Issuers will cause each of
the following to occur:
(i) The Issuers will cause Tescorp Texas and each of its
Subsidiaries listed on Schedule 1 hereto (the "Tescorp Subsidiaries") to
execute and deliver a joinder agreement substantially in the form of
Exhibit G to the Note Purchase Agreement, pursuant to which Tescorp Texas
and each Tescorp Subsidiary shall become party to the Note Purchase
Agreement and the other Purchase Documents and the Bridge Note Purchase
Agreement and the other Bridge Purchase Documents;
(ii) The Issuers will cause the President of any Vice President
of each of Tescorp Texas and each of the Tescorp Subsidiaries to execute
and deliver to the Administrative Agent a certificate, substantially in the
form of Exhibit A hereto, dated the date of the execution and delivery
thereof;
(iii) The Issuers will cause Tescorp Texas to execute and
deliver pledge agreements substantially in the form of Exhibit B hereto,
pursuant to which Tescorp Texas grants to (A) the Collateral Agent, for the
benefit of the Purchasers, a perfected Lien of first priority in all of the
Stock of Metserco Holdings, Inc. ("Metserco"), Austral Communications Corp.
and Austral Communications Management Services, Inc., and (B)
5
the Bridge Collateral Agent, for the benefit of the Bridge Purchasers, a
perfected Lien of second priority in all such Stock, in each such case free
and clear of all Liens (and shall have delivered to the Collateral Agent
all such Stock, together with stock powers executed in blank);
(iv) The Issuers will cause Metserco to execute and deliver a
pledge agreement substantially in the form of Exhibit B hereto, pursuant to
which Metserco grants to (A) the Collateral Agent, for the benefit of the
Purchasers, a perfected Lien of first priority in all of the Stock of
Metserco Corporation, and (B) the Bridge Collateral Agent, for the benefit
of the Bridge Purchasers, a perfected Lien of second priority in all such
Stock, in each such case free and clear of all Liens (and shall have
delivered to the Collateral Agent all such Stock, together with stock
powers executed in blank);
(v) The Issuers will cause each Tescorp Subsidiary and each
other Person which owns Stock of any Tescorp Subsidiary which is identified
as a Tescorp Argentine Subsidiary on Schedule 1 hereto (the "Tescorp
Argentine Subsidiaries") to execute and deliver pledge agreements
substantially in the form of the SA Pledge Agreements and SRL Pledge
Agreements, as applicable, pursuant to which each such Tescorp Argentine
Subsidiary and such other Person grants to (A) the Collateral Agent, for
the benefit of the Purchasers, a perfected Lien of first priority in all of
the Stock of the Tescorp Argentine Subsidiaries owned by such Tescorp
Subsidiary or other Person, and (B) the Bridge Collateral Agent, for the
benefit of the Bridge Purchasers, a perfected Lien of second priority in
all such Stock, in each such case free and clear of all Liens (and, if
applicable, (i) deliver to the Collateral Agent all such Stock with the
relevant annotation of the existence and perfection of the Liens created by
such pledge agreement, (ii) give notice to the applicable Tescorp
Subsidiaries of the grant of such Liens as required by applicable Law, and
(iii) cause the applicable Tescorp Subsidiaries to duly register such Liens
in the names of the Collateral Agent and the Bridge Collateral Agent in
such Subsidiaries' share registries);
(vi) The Issuers will cause each of the Tescorp Subsidiaries
which is identified as an Argentine Operating Subsidiary on Schedule 1
hereto (the "Argentine Operating Subsidiaries") to execute and deliver a
guaranty trust agreement substantially in the form of the Guaranty Trust
Agreements, pursuant to which each such Argentine Operating Subsidiary
assigns to the Guaranty Trustee in guaranty trust for the benefit of the
Purchasers and, to the extent any Bridge Obligations are outstanding, the
Bridge Purchasers, all of such Argentine Operating Subsidiary's present and
future Receivables, free and clear of all Liens; and
(vii) The Issuers shall cause the Process Agent to provide to
the Administrative Agent a letter, in form and substance satisfactory to
the Administrative Agent in all respects, indicating the Process Agent's
consent to its appointment by Tescorp Texas and each of the Tescorp
Subsidiaries as their agent to receive service of process in connection
with the transactions contemplated by the Note Purchase Agreement.
d. On or before the date 15 days after the date (the "Control Date")
on which Tescorp Delaware acquires a majority of the Stock of Tescorp Texas, the
Issuers will cause all of
6
the Indebtedness of the Tescorp Subsidiaries existing as of the Control Date
to be fully paid. From and after the date 15 days after the Control Date,
(i) the Issuers will not permit any of the Tescorp Subsidiaries to incur any
Indebtedness for borrowed money, without the prior written consent of the
Administrative Agent, and (ii) the Issuers will, within 60 days after request
by the Administrative Agent, cause the Tescorp Argentine Subsidiaries to
adopt, and file all appropriate applications for the registration of,
amendments to their respective estatutos sociales, in form and substance
satisfactory to the Administrative Agent, reflecting the restriction set
forth in clause (i) above.
e. The Issuers will not permit the amendment, modification or
supplementation of the Tescorp Purchase Agreement, without the prior consent
of the Administrative Agent.
f. Each of the Issuers will, at its own expense, (i) make,
execute, endorse, acknowledge, file and/or deliver to the Administrative
Agent and/or the Collateral Agent from time to time such vouchers, invoices,
schedules, confirmatory assignments, conveyances, financing statements,
transfer endorsements, powers of attorney, certificates, reports and other
assurances or instruments and (ii) take or cause to be taken such further
actions and steps relating to (x) the Collateral, (y) the filing and
prosecution of applications with Governmental Authorities for registration or
recording (including, if necessary or requested, the modification, refiling
and prosecution of such applications) and (z) the other agreements, covenants
and transactions provided for or contemplated herein, in any such case as the
Administrative Agent and/or the Collateral Agent may reasonably require.
Without limiting the generality of the foregoing, the Issuers will cooperate
with the Administrative Agent and the Required Purchasers and take such
actions and execute and deliver such agreements and instruments as the
Administrative Agent and the Required Purchasers shall reasonably request (a)
in connection with the restructuring of the ownership of the Stock of the
Tescorp Subsidiaries in order to ensure the validity and enforceability of
the Liens created pursuant to the pledge agreements executed and delivered
pursuant hereto, and/or (b) in order to change the domicile of any Tescorp
Subsidiaries organized as limited liability companies (sociedades de
responsabilidad limitada)(the "Tescorp SRL Subsidiaries") to the City of
Buenos Aires, and/or (c) in order to provide for the transfer of the
ownership of the Stock of the Tescorp SRL Subsidiaries to an existing or
newly created entity or entities reasonably satisfactory to the
Administrative Agent, and the registration of such transfer with all
applicable Governmental Authorities. The Issuers shall comply with their
obligations under this paragraph 5.f within such time periods as the
Administrative Agent shall reasonably request.
g. The Issuers will cause all of the Stock pledged pursuant to the
pledge agreement executed and delivered pursuant to paragraph 1(d) hereof,
together with stock powers with respect thereto duly executed in blank, to be
delivered to the Collateral Agent not later than 10 days after the Funding
contemplated in paragraph 1 hereof.
6. Miscellaneous.
a. The parties acknowledge and agree that (i) all of the pledge
agreements and guaranty trust agreements executed and delivered pursuant to
the provisions hereof constitute "Security Documents" as such term is defined
and used in the Note Purchase Agreement, (ii) this letter agreement and all
documents and instruments executed and delivered pursuant to the
7
provisions hereof constitute "Purchase Documents" as such term is defined and
used in the Note Purchase Agreement, (iii) all Stock and other collateral
encumbered by (or purported to be encumbered by) the pledge agreements
executed and delivered pursuant hereto constitute "Collateral" as such term
is defined and used in the Note Purchase Agreement, (iv) all pledge
agreements granting a Lien on the Stock of any Tescorp Argentine Subsidiary
executed and delivered pursuant hereto constitute SA Pledge Agreements and
SRL Pledge Agreements, as the case may be, for purposes of the Note Purchase
Agreement, (v) all guaranty trust agreements executed and delivered pursuant
to the provisions hereof constitute Guaranty Trust Agreements for purposes of
the Note Purchase Agreement, (vi) for purposes of the covenants contained in
the Note Purchase Agreement (other than 7.17, 7.18 and 7.19) from and after
the Control Date, each of the Tescorp Subsidiaries shall be deemed to be
"Acquisition Subsidiaries" acquired in an "Acquisition" consummated on the
Control Date.
b. Notwithstanding anything contained in the Note Purchase
Agreement to the contrary, the Issuers shall be permitted to (i) convert the
Tescorp SRL Subsidiaries into corporations (sociedades anonimas) organized
under Argentine law, (ii) merge the Tescorp SRL Subsidiaries into any other
Tescorp Subsidiary, and/or (iii) modify the estatutos of any Tescorp
Argentine Subsidiary or any other Issuer in connection with any of the
transactions or other matters contemplated hereby or by the Note Purchase
Agreement or the other Purchase Documents; provided, that in any such case
the Administrative Agent shall have consented to such action, which consent
shall not be unreasonably withheld, conditioned or delayed.
c. This letter agreements sets forth all of the conditions to the
Fundings to finance the Tescorp Acquisition. Accordingly, to the extent that
any of the conditions to Fundings for the Tescorp Acquisition outlined in
Section 12.1(b) of the Note Purchase Agreement are inconsistent with the
provisions hereof, such conditions are superseded hereby.
d. This letter agreement may be changed, waived, discharged or
terminated only by any instrument in writing signed by the party against
which enforcement of such change, waiver, discharge or termination is sought.
e. The benefits of this letter agreement shall inure to the
parties and their respective successors and assigns of the parties hereto,
and the obligations and liabilities of the parties hereto shall be binding
upon them and their respective successors and assigns. The Issuers may not
transfer or assign their obligations under this letter agreement without the
prior written consent of the Administrative Agent.
f. This letter agreement shall be governed by and construed in
accordance with the Laws of the State of New York.
g. This letter agreement may be executed in any number of
counterparts, each of which shall be deemed to be an original and all of
which together shall be deemed to be the same agreement.
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If the foregoing is in accordance with your understanding of our
agreement, please sign below where indicated and return a copy of this letter
to the Administrative Agent.
Sincerely,
ADMINISTRATIVE AGENT AND COLLATERAL AGENT
ING BARING (U.S.) CAPITAL CORPORATION
By:
-----------------------------------------------
Name:
---------------------------------------------
Title:
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PURCHASERS
ING BANK N.V., LONDON BRANCH
By:
-----------------------------------------------
Name:
---------------------------------------------
Title:
--------------------------------------------
CREDIT LYONNAIS PANAMA BRANCH
By:
-----------------------------------------------
Name:
---------------------------------------------
Title:
--------------------------------------------
9
BZW SECURITIES LIMITED
By:
-----------------------------------------------
Name:
---------------------------------------------
Title:
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▇▇▇▇▇▇ COMMERCIAL PAPER INC.
By:
-----------------------------------------------
Name:
---------------------------------------------
Title:
--------------------------------------------
AGREED AND ACCEPTED AS OF
THE DATE WRITTEN ABOVE:
SUPERCANAL HOLDING S.A.
SUPERCANAL S.A.
T.V. CABLE LA RIOJA S.A.
INTEGRA CABLE S.A. f/k/a Integra Cable S.R.L.
T.V. CABLE CATAMARCA S.A.
TRINIDAD TELEVISION ▇.▇.
▇▇▇▇▇▇ CABLE S.A.
TELEVISORA DEL OESTE ▇.▇.
▇▇▇▇▇▇▇ S.A.
ATELCO S.A.
INVERSORA ATELCO COMODORO S.A.
ANTENA TELEVISION COMUNITARIA S.A.
INVERSORA ANTENA COMUNITARIA
TRELEW S.A.
TELECABLE S.A.
By:
-------------------------------------
▇▇▇▇▇▇ ▇. ▇▇▇▇, President
▇▇▇▇▇▇ ▇. ▇▇▇▇ is executing and delivering
this letter agreement, as President, for and
on behalf of each of the Issuers listed above.
10
MIRROR HOLDING S.R.L.
CABLE TELEVISORA COLOR MERCEDES S.R.L.
HORIZONTE S.R.L.
ACV CABLE VISION S.R.L.
NUEVA VISION SATELITAL S.R.L.
MONTEROS TELEVISORA COLOR S.R.L.
A-T SAT S.R.L.
CABLE TELEVISORA COLOR S.R.L.
PEHUENCHE CABLE TELEVISORA COLOR S.R.L.
SUCANAL S.R.L.
By:
-----------------------------------
▇▇▇▇▇▇ ▇. ▇▇▇▇, Manager
▇▇▇▇▇▇ ▇. ▇▇▇▇ is executing and delivering
this letter agreement, as Manager, for and
on behalf of each of the Issuers listed above.
SUPERCANAL BOLIVIA S.A.
By:
-------------------------------------
▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇
President
ACONQUIJA TELEVISORA SATELITAL
S.R.L.
By:
----------------------------------------
Name:
--------------------------------------
Title:
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11
SCHEDULE 1
Tescorp U.S. Subsidiaries
-------------------------
Metserco Holdings, Inc.
Austral Communications Corp.
Austral Communications Management Services, Inc.
Metserco Corporation
Tescorp Argentine Subsidiaries
-------------------------------
1. Argentine Holding and Management Subsidiaries
Comunicaciones Austral S.A.
SMR S.A.
Cabledifusion S.A.
2. Argentine Operating Subsidiaries
Transcable S.A.
Televisora Austral S.A.
Cablemax S.A.
ARTV S.A.
BTC S.A.
SIR TV S.R.L.
Cable Viedma S.R.L.
Televiedma S.R.L.
Vision Codificada S.A.