▇▇▇▇▇ ▇▇▇▇ CADOT Exhibit 6(b)
NOTARY PUBLIC
[Illegible stamp and signature]
Record No. 13.813-2000
AGREEMENT
VTR S.A.
AND
LQ INVERSIONES FINANCIERAS S.A.
AND
BANCO DEL ESTADO DE CHILE
IN ▇▇▇▇▇▇▇▇ DE CHILE, on December 20, 2000, the parties individualized
hereinbelow have appeared in my presence, ▇▇▇▇▇ ▇▇▇▇ CADOT, Notary Public, head
of the 41st Notary Public's Office in Santiago, domiciled at # ▇▇▇▇ ▇▇▇▇▇▇▇▇▇
▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇, ▇▇▇▇▇▇▇▇ of Santiago:
VTR S.A., Tax Id No. 96.611.550-5, hereinafter also designated "the debtor",
hereby represented by ▇▇. ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ BORIES, a Chilean citizen,
married, civil industrial engineer, National Id. Card No. 6.926.972-9 and by ▇▇.
▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ SANTA ▇▇▇▇▇, a Chilean citizen, married, civil industrial
engineer, National Id. Card No. 5.863.426-3, all the aforementioned domiciled at
# 20 ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇, ▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇; LQ INVERSIONES
FINANCIERAS S.A., Tax Id. No. 96.929.880-5, hereinafter also designated "the
Grantor", hereby represented by ▇▇. ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, already
individualised herein, both of them domiciled at # 20 ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Sur, floor
14, District of Las Condes; QUINENCO S.A., Tax Id No. 91.705.000-7, hereby
represented by ▇▇. ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇, a Chilean citizen, married,
commercial engineer, National Id. Card No. 6.525.286-4, both of them domiciled
at # 20 ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇, ▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇; and BANCO
DEL ESTADO DE CHILE, an autonomous state-owned company, hereinafter also
designated "the Bank", hereby represented by ▇▇. ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇, a Chilean
citizen, married, commercial engineer, National Id. Card No. 7.706.983-6, both
of them domiciled at # 1111 Libertador ▇▇▇▇▇▇▇▇ ▇'▇▇▇▇▇▇▇ Avenue, District of
Santiago, all the appearing parties of legal age, who have hereby evidenced
their identities by means of the Id. Cards individualized hereinabove and have
represented as follows
ONE: Banco del Estado has granted a loan amounting to 750,000 Unidades de
Fomento(1) to VTR S.A., which has been documented by means of a Promissory Note
No. 743377, executed by Debtor on the date specified in the preamble hereof, for
the amount referred to hereinabove. QUINENCO S.A., on its part, undertook as
guarantor and joint and several debtor of the aforesaid note.
TWO: By means of a public deed granted at this Notary Public's Office on today's
date, LQ INVERSIONES FINANCIERAS S.A. undertakes the capacity of pledgor and
joint and several debtor of VTR S.A. so as to secure full and timely compliance
with the aforementioned note referred to under the foregoing clause before Banco
del Estado de Chile. By means of the same public deed, LQ INVERSIONES
FINANCIERAS S.A. granted a stock pledge - as per Law No. 4.287 - on 408,857,590
shares issued by BANCO DE ▇. ▇▇▇▇▇▇▇, so as to secure compliance with the
obligations undertaken with the Bank as a result of the guarantee and joint and
several debt specified hereinabove. The parties intend that the pledge serves as
a surety for the aforementioned loan since, through the guarantee and joint and
several debt, such loan shall also account for an indirect debt for LQ
INVERSIONES FINANCIERAS S.A.
THREE: The appearing parties hereby agree that, for the aforementioned loan to
be properly secured, a ratio between the pledged stocks and the effective amount
of the loan amounting to 1.5 to 1 shall be kept. In other words, the total value
of pledged shares shall be equivalent to 1.5 times the amount of the loan.
Pledged shares value shall be deemed to be the lowest of: a) the average closing
price of issuer's stocks at the ▇▇▇▇▇▇▇▇ Stock Exchange corresponding to the
180-day period prior to the date on which price is determined and b) the average
closing price of shares at the ▇▇▇▇▇▇▇▇ Stock Exchange along the 30 days prior
to price determination. The aforesaid measurement shall be carried out on a
monthly basis, on the first working day of every month.
FOUR: Should the surety / debt ratio drop below the 1.25:1 level, Debtor and/or
Grantor shall, upon the Bank's discretion and within the 30-day term following
notification therefrom, grant a stock pledge on a higher number of shares issued
by BANCO DE ▇. ▇▇▇▇▇▇▇ or other stocks acceptable for the Bank, or Debtor and/or
Grantor shall make an advance payment of the loan so that the aforementioned
ratio regains the 1.5:1 level. On an alternative basis and within the same term,
Debtor and/or Grantor shall be entitled to make term deposits at the Bank as
accommodation endorsements, on a 1:1 surety / debt ratio basis, so that the
aforementioned ratio regains the required level. Should the aforementioned fail
to be achieved within the required term, Banco del Estado de Chile shall be
irrevocably entitled to transfer a portion or the entire amount of the pledged
shares and to allocate the product to paying the loan in advance, so that the
surety / debt ratio regains the 1.5:1 level. LQ INVERSIONES FINANCIERAS S.A. and
VTR S.A. hereby grant a special and irrevocable power of attorney to Banco del
Estado de Chile, on behalf of which its representative hereby accepts the power
to act accordingly.
FIVE: Should the surety / debt ratio rise above the 1.75 level along three
consecutive measurements, Debtor and/or Grantor shall require release of pledge
for as many shares as necessary for having such ratio regain the 1.5:1 level.
SIX. Should the stocks of BANCO DE ▇. ▇▇▇▇▇▇▇ be no longer able to be valued by
means of the mechanism referred to under clause three herein, the Bank shall be
entitled
----------
(1) Unidad de Fomento - UF - a Chilean, non-physical indexed monetary unit.
2
to require Debtor replacement thereof for by other shares deemed to be
satisfactory thereto and complying with the aforementioned requirement. The
replacement pledge shall be granted within a 30-working day term as of notice
from the Bank. In addition, Debtor shall be entitled to request replacement of
the pledged BANCO DE ▇. ▇▇▇▇▇▇▇ stocks for by shares corresponding to another
company, which the Bank considers acceptable or for term deposits as
accommodation endorsements, where the latter have a 1:1 surety / debt ratio.
SEVEN. VTR S.A. hereby undertakes before the Bank, on behalf of which accepts
its representative, to keep a debt ratio - measured as the quotient resulting
from the current liabilities divided by net worth - not exceeding 1.8 times.
Should Debtor exceed the aforementioned level, it shall correct such situation
within the following 45-day term.
EIGHT: QUINENCO S.A., in turn, in its capacity of guarantor and joint and
several debtor of the note securing the loan referred to under clause one
herein, hereby undertakes as follows before Banco del Estado de Chile: a)
Keeping assets free from all and every encumbrances, collaterals, burdens,
restrictions or privileges for an amount equivalent to at least 1.3 times the
outstanding balance of all the unsecured debts held by Quinenco S.A. For these
purposes, both assets and debts shall be valued at book value; b) Keeping an
individual indebtedness level whereby the financial debt / total capital
formation ratio not exceeding 0.45 times. To this end, financial debt shall be
construed as the addition of lots 21,010; 21,015; 21,020; 21,025; 21,030;
21,060; 21,075; 22,010; 22,020; 22,030; 22,040 and 22,045 of Quinenco's
individual FECU. Total capital formation shall be construed as the addition of
individual net worth, plus financial debt; c) Keeping a minimum individual net
worth of at least UF 33 million. The aforementioned obligations, as well as that
provided in the clause hereinabove shall remain in full effect for as long as
the relevant loan remains unpaid.
NINE: Banco del Estado de Chile shall be entitled to require advance payment of
all and every pending obligations held by VTR S.A. therewith. Further the Bank
shall be entitled to demand the payment of the pledge, guarantee and surety as
specified under clauses one and two herein in any of the following cases: a) In
the event Debtor and/or Quinenco S.A. fail to fully and timely comply with the
obligations undertaken thereby by means of this instrument; b) Should Quinenco's
current major stockholders loose control of such company.
TEN: Debtor shall be able to pay the loan referred to under clause one herein in
advance, with no fee being applicable thereto, provided that the following
requirements are complied with: a) Notifying the Bank in writing, at least 90
days in advance to the date on which it intends to make the relevant advance
payment; b) As of January 15, 2002, it shall be able to pay in advance as much
as 50 per cent of the owed principal. Said advance payment shall only be carried
out on any day between January 15 and January 31, 2002. Following such date,
payment shall only be performed on interest payment dates; c) As of January 15,
2003, Debtor shall be able to pay up to 100 per cent of owed principal. The
aforesaid advance payment shall only be carried out on any day between January
15 and January 31, 2003. Following such date, payment shall only be performed on
interest payment dates.
ELEVEN: For all the legal purposes stemming from this instrument, the appearing
parties hereby establish their domicile in the city and district of Santiago
and, consequently, shall subject to the jurisdiction of the Courts of Justice
located therein.
3
TWELVE: All and every expenses resulting from this deed shall be exclusively
born by Debtor.
The power of ▇▇. ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Bories and ▇▇. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Santa
▇▇▇▇▇ to act on behalf of VTR S.A. is evidenced by means of a public deed dated
July 8, 1999 granted at the Santiago Notary Public's Office of ▇▇. ▇▇▇▇▇ ▇▇▇▇
Cadot. The power of ▇▇. ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Bories to act on behalf of LQ
INVERSIONES FINANCIERAS S.A. is evidenced by means of public deeds dated
December 13 and December 15, 2000, both of them granted at the Santiago Notary
Public's Office of ▇▇. ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Cash. The power of ▇▇. ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇▇ to act on behalf of QUINENCO S.A. is evidenced by means of a public
deeds dated December 12, 2000, granted at the Santiago Notary Public's Office of
▇▇. ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Cash. The power of the Bank's representative is evidenced by
means of a public deed dated June 7, 1996, granted at the Santiago Notary
Public's Office of ▇▇. ▇▇▇▇▇ ▇▇▇▇▇▇ Hormazabal.
This agreement has been prepared by counsel ▇▇▇▇▇▇ ▇▇▇▇▇ LOYOLA. In witness
whereof, the parties sign this document having one single date and effect.
Counterparts are provided. Registered under Record No. 13.813.
In witness whereof I have hereunto affixed my hand and seal.
(Signature illegible)
▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
National Id. Card No. 6.926.972-9
(Signature illegible)
▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ SANTA ▇▇▇▇▇
National Id. Card No. 5.863.426-3
(Signature illegible)
▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ MACKENNA
National Id. Card No. 6.525.286-4
(Signature illegible)
▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇
National Id. Card No. 7.706.983-6
By proxy BANCO DEL ESTADO DE CHILE
(Signature and stamp illegible)
(Stamp: Banco del Estado de Chile - Group Head - Major Corporations; Signature
illegible).
4