Exhibit 99.3
Syndicated Loan Agreement Appendix 3
SYNDICATED LOAN AGREEMENT
Present are:
a) INVERSIONES Y XXXXXX X.X., tax identification No.96.427.000-7, an investment
company, represented by XXXXXX XXXXXXXXXXX XXXXXX, Chilean, married, commercial
engineer, identity card No.6.089.295-4, both domiciled at Xxxxxxx Xxxxxx Sur 20,
14th floor;
b) BANCO DEL ESTADO DE CHILE, an autonomous state entity, represented by XXXXXX
XXXXXX BRAGA, Chilean, married, commercial engineer, identity card number
7.706.983-6, both domiciled at Xxxxxxx Xxxxxxxxxx Xxxxxxxx X'Xxxxxxx 0000,
Xxxxxxxx;
c) BANCO BILBAO VIZCAYA ARGENTARIA, CHILE, a banking corporation, represented by
XXXX XXXXXXX BORDALI SALAMANCA, Chilean, married, commercial engineer, identity
card number 7.640.912-9 and XXXXXXXX XXXXXXX XXXXXXX, Chilean, married,
commercial engineer, identity card number 8.349.990-7, all domiciled at Xxxxxxx
Xxxxx xx Xxxxxxxx 000, 00xx xxxxx, Xxxxxxxxxxx;
d) BANCO DE CREDITO E INVERSIONES, a banking corporation, represented by XXXX
XXXXXXX LE-FEUVRE VERGARA, Chilean, married, commercial engineer, identity card
number 7.438.369-6 and XXXX XXXX XXXXXXXX XXXXXXXXX, Chilean, married,
commercial engineer, identity card number 8.826.946-2, all domiciled at
Xxxxxxxxx Xxxxxx 0000, 0xx xxxxx, Xxxxxxxx; who state the following:
FIRST: By this instrument, BANCO DEL ESTADO DE CHILE, BANCO BILBAO VIZCAYA
ARGENTARIA, CHILE and BANCO DE CREDITO E INVERSIONES, hereinafter and together
"the Banks", grant to INVERSIONES Y XXXXXX X.X., hereinafter "the Debtor", a
loan, hereinafter "the Syndicated Loan", for the equivalent in Chilean pesos of
1,395,000 Unidades de Fomento, according to the terms and conditions contained
in the following clauses. The participation of each of the Banks in the
Syndicated Loan is as follows:
a) Banco del Estado de Chile: 545,000 Unidades de Fomento, equivalent to
39.0681% of the Syndicated Loan.
b) Banco Bilbao Vizcaya Argentaria, Chile: 545,000 Unidades de Fomento,
equivalent to 39.0681% of the Syndicated Loan.
c) Banco de Credito e Inversiones: 305,000 Unidades de Fomento, equivalent to
21.8638% of the Syndicated Loan.
The Debtor, through its representative, declares having received the sum
mentioned above to its entire satisfaction.
Syndicated Loan Agreement Appendix 3
SECOND: The Debtor is obliged to pay the sum mentioned of 1,395,000 Unidades de
Fomento that it has received on loan in Chilean pesos according to the value of
the Unidad de Fomento on the date of the respective maturity or the effective
date of payment, whichever the greater, plus the interest agreed in the
following clause, in eight equal annual successive installments of 174,375
Unidades de Fomento plus interest, 68,125 Unidades de Fomento plus interest of
which will correspond to Banco del Estado de Chile, 68,125 Unidades de Fomento
plus interest to Banco Bilbao Vizcaya Argentaria, Chile and 38,125 Unidades de
Fomento plus interest to Banco de Credito e Inversiones. These installments
shall mature on May 31 of each year; the first installment shall fall due on May
31, 2006 and the last one on May 31, 2013. The payments should be made at the
offices of each of the Banks before 14.00 hours on the respective maturity date.
The Unidad de Fomento is understood to be that referred to in number 9 of
section 35 of Law 18,840, the Organic Law of the Central Bank of Chile, or that
which may replace it in the future and is calculated on the same basis or other
equivalents.
Should the Unidad de Fomento cease to exist or its form of calculation or any
other element used to determine it is modified, except by a different imperative
legal provision, each Bank shall be authorized to apply as indexation in
replacement of the Unidad de Fomento, the variation in the consumer price index
or that which replaces it, between the month immediately prior to that of the
alteration of the Unidad de Fomento and the month immediately preceding the
respective payment.
The Debtor, through its representative, declares that the obligations that its
assumes under this instrument have been validly and legally contracted, and that
for the effects of demanding their compliance, an authorized copy of this deed
shall constitute executive title against it in the terms of sections 434 and 438
of the Civil Procedures Code.
THIRD: The Syndicated Loan shall accrue interest according to the following
rules:
a) As from this date, interest at a fixed rate of 3.3% annually.
b) The interest shall be applied to the balance of duly indexed principal and be
payable according to the schedule indicated in the preceding clause. For
calculating interest, the days shall be calculated between the successive
interest payment dates stipulated in this instrument, counted from the day of
one maturity to the day prior to the following maturity, both inclusive, except
for the first period which shall correspond to the days between the date of this
deed and
Syndicated Loan Agreement Appendix 3
the day prior to the first maturity, also both inclusive.
c) Should any installment payment date not be a banking business day, such
payment shall be made on the next following banking business day and shall
include interest on the principal included in the installment until the day
prior to the payment inclusive.
FOURTH: In the event of default or simple delay in the payment of one or more
installments of principal and/or interest of the Syndicated Loan, the obligation
shall from that date accrue interest at the maximum conventional rate for local
currency indexed loan transactions prevailing at the date of this deed.
FIFTH: The Debtor may prepay the Syndicated Loan in full or partially subject to
the following conditions:
a) The prepayment may only be made on the maturity dates of the interest
installments.
b) Notice in writing should be given to the Banks at least 10 banking business
days prior to the date on which the prepayment is intended to be made.
c) In the case of partial prepayments, their amount may not be less than 10% of
the principal outstanding. In addition, each Bank should be prepaid in
proportion to their participation in the Syndicated Loan.
d) A commission should be paid to the Banks to be determined according to the
following formula: VP i2 - VP i1. The terms of this formula have the following
meanings:
Vp i1 relates to the present value of the installments of the Syndicated Loan -
including principal and interest - due at the date of the prepayment, discounted
at the interest rate for Central Bank bonds denominated in Unidades de Fomento -
BCU - equivalent to the term of the outstanding operation at the date of this
deed.
VP i2 relates to the present value of the same installments but discounted at
the interest rate for BCUs representative of the residual term of the Syndicated
Loan at the moment of the prepayment. The rate for the BCUs at the time of the
prepayment shall be estimated as the average of the 5 business days prior to the
prepayment date. Should for any reason it be impossible to use the bonds of the
Central Bank in Unidades de Fomento, the indexed instruments of the Central Bank
determined by the Banks and whose term is equivalent to the residual term of the
Syndicated Loan shall be used for these purposes. If the result of the formula
is negative, no commission shall be payable.
SIXTH: In addition, by this deed, INVERSIONES Y XXXXXX X.X. contracts the
following obligations with the Banks, whose representatives accept them:
Syndicated Loan Agreement Appendix 3
a) To maintain a direct shareholding of at least 50.1% in COMPANIA CERVECERIAS
UNIDAS S.A.
b) To maintain in its quarterly financial statements ("Fecu") a debt level of no
more than 0.6:1, measured on its unconsolidated balance sheet. This ratio is
defined as that of total liabilities (account 5.21.00.00 plus account 5.22.00.00
of the Fecu) less short and long-term provisions (account 5.21.20.20 plus
account 5.22.60.00 of the Fecu) to the total assets of the Company. Total
liabilities should include for this purpose the amount of all guarantees and
security granted to cover the obligations of third parties, including its
subsidiaries. Total assets of the company are understood to be those in account
5.10.00.00 of the unconsolidated Fecu.
Should the Superintendency of Securities and Insurance in the future modify
these accounts of the FECU, the FECU accounts shall be considered that
correspond to generally accepted accounting concepts for each one of the items
indicated for the purposes of this ratio.
c) To not grant security in favor of other creditors unless similar security is
simultaneously granted in favor of the Banks under the same conditions.
d) To deliver to the Banks their audited annual financial statements no later
than April 30 each year, and semi-annual statements no later than 60 days after
June 30 each year.
e) To provide to the Banks semi-annually a certificate of compliance with its
covenants and negative covenants set out in this deed, signed by its general
manager.
The obligations agreed in this clause shall remain current until the Syndicated
Loan is fully repaid.
SEVENTH: In the event of default or simple delay in the payment of one or more
installments of the Syndicated Loan, the Banks, jointly or separately, shall be
authorized to demand the payment of all of their respective loan as if it were
due and payable, notwithstanding the accrual of penalty interest as stipulated
in the Fourth clause. The same shall apply should the Debtor fall into cessation
of payments or present debt restructuring proposals.
EIGHTH: Notwithstanding the provisions of the preceding clause, each Bank shall
be authorized individually to declare the Syndicated Loan as overdue and payable
on demand only for its pro rata share, without this obliging the other banks to
accelerate their loans, in which case
Syndicated Loan Agreement Appendix 3
penalty interest shall accrue in the manner set out in the Fourth clause, if any
of the following cases or events shall occur, and regardless of whether their
occurrence was or not imputable to the Debtor:
a) If the Debtor does not fully and promptly comply with any of the obligations
contracted in this instrument other than the payment of the Syndicated Loan and
such default is maintained after 30 days of being required in writing by any of
the Banks.
b) If it is shown that the warranties and information provided by the Debtor to
the Banks in connection with this instrument are or would have been incorrect,
misleading or incomplete, except for manifest mistake, and the Debtor does not
complete, add to, rectify or correct the warranties objected to or noted by the
Bank within fifteen days of the date on which it was required in writing by any
of the Banks.
c) If from this date, without justified reason, the Debtor does not pay on time
and in full the taxes, property taxes and taxes of any kind and the withholding
taxes and social-security contributions that the law requires or ceases to pay
financial obligations for an amount of more than 150,000 Unidades de Fomento or
a creditor accelerates for any reason obligations amounting to more than 150,000
Unidades de Fomento and these defaults are not corrected within 10 days from the
date of their payment default or of the acceleration of the obligation.
d) If COMPANIA CERVECERIAS UNIDAS S.A. were declared bankrupt, fell into
cessation of payments or presented debt restructuring proposals, or ceased to
pay obligations for an amount of more than 350,000 Unidades de Fomento and this
default were not corrected within 10 days from the date of the default.
e) If a creditor of COMPANIA CERVECERIAS UNIDAS S.A., to whom was due or becomes
due any sum of money equal to or more than 350,000 Unidades de Fomento, should
accelerate for any reason the collection of their loan and this could not be
corrected within 10 days from the date of the acceleration.
NINTH: All the expenses, rights and taxes deriving from this instrument shall be
for the exclusive account of the Debtor.
TENTH: For all purposes deriving from this instrument, the parties set their
domicile in the city and municipality of Santiago and submit to the competence
of its courts of justice.
ELEVENTH: If for any reason one or more of the provisions of this
Syndicated Loan Agreement Appendix 3
agreement were declared null and void, either fully or partially, such
declaration shall not affect the validity of the remaining provisions of this
instrument.
TWELFTH: The Banks can freely assign and transfer to financial institutions in
Chile all or part of their loans under this agreement. In the case of partial
assignments, portions of the Syndicated Loan of less than 300,000 Unidades de
Fomento may not be assigned; this sum shall reduce by 12.5% for each year of the
term of the Syndicated Loan. The assignments may not imply any additional cost
for the Debtor which in any case shall be obliged to sign the documentation that
the respective Bank requests of it within fifteen days of the written request by
the Bank.
The powers of the representative of INVERSIONES Y XXXXXX X.X. appear in the
public deed signed on April 24, 1997 before the Santiago notary Xxxx Xxxxxxxxx
Cash.
The powers of the representative of BANCO DEL ESTADO DE CHILE appear in the
public deed signed on May 12, 2004 before the Santiago notary Xxxxx Xxxxxx
Hormazabal.
The powers of the representatives of BANCO BILBAO VIZCAYA ARGENTARIA, CHILE
appear in public deeds signed on September 26, 2002 and May 10, 1999, both
before the Santiago notary Xxxx Xxxxxxx Xxxxxx.
The powers of the representatives of BANCO DE CREDITO E INVERSIONES appear in a
public deed signed on November 11, 2002 before the Santiago notary Xxxxxxx Xxxx
Xxxxxxx.
These deeds are not included as they are known to the parties and to the notary
authorizing.
Insert: evidence of payment of stamp taxes.
