Exhibit 10.29
EXTENSION AGREEMENT
EXTENSION AGREEMENT (this "AGREEMENT"), dated as of April 29, 2002, among
the following:
(a) VTR GLOBALCOM S.A. (formerly known as VTR Hipercable S.A.), a
Chilean corporation (the "COMPANY"),
(b) the subsidiaries of the Company listed on the signature pages
hereto (the "SUBSIDIARY GUARANTORS"),
(c) TORONTO DOMINION (TEXAS), INC., as agent for the lenders party
to the Credit Agreement referred to below (in such capacity, together with
its successors in such capacity, the ("ADMINISTRATIVE AGENT"), and
(d) each of the lenders party to the Credit Agreement (the
"LENDERS").
The Company, the Subsidiary Guarantors, the Administrative Agent and the
Lenders are parties to a Credit Agreement, dated as of April 29, 1999 (as
amended and in effect immediately prior to the date hereof, the "CREDIT
AGREEMENT"). The parties hereto wish to enter into this Agreement to extend
the maturity date of the loans provided for by the Credit Agreement.
Accordingly, the parties hereto hereby agree as follows:
Section 1. DEFINITIONS. Except as otherwise defined in this Agreement,
terms used but not defined herein have the respective meanings given to them
in the Credit Agreement
Section 2. AMENDMENTS. Subject to the satisfaction of the conditions
precedent specified in Section 3 below, but effective as of the date hereof,
the Credit Agreement shall be amended as follows:
2.01. The definition of "Principal Payment Date" in Section 1.01 of the
Credit Agreement shall be amended in its entirety to read as follows:
"'PRINCIPAL PAYMENT DATE' shall mean May 29, 2002."
2.02. The definition of "Interest Period" in Section 1.01 of the Credit
Agreement shall be amended by replacing the parenthetical phrase after the
words "third calendar month thereafter" with the following:
"(provided that for the period commencing on April 29,2002, there shall
be an Interest Period that commences on April 29, 2002 and ends on May 6,
2002 and a subsequent Interest Period that commences on May 6, 2002 and
ends on May 29, 2002)"
Section 3. CONDITIONS PRECEDENT. This Agreement shall be effective, as
of the date hereof, upon the satisfaction of the following conditions
precedent:
(a) the execution and delivery of this Agreement by the Company,
each other Obligor, each of the Lenders and the Administrative Agent;
(b) the Administrative Agent shall have received evidence
satisfactory to it that the registration of the Loans with the Central
Bank of Chile shall have been duly amended to reflect the terms and
conditions of this Agreement; and
(c) the Administrative Agent shall have received an opinion of
Xxxxx y Cia. Ltda., Chilean counsel to the Obligors, substantially in the
form of Exhibit D-1 to the Credit Agreement, but with respect to this
Agreement.
Section 4. REPRESENTATIONS AND WARRANTIES. Each of the Obligors
represents and warrants to the Lenders that:
(a) the representations and warranties set forth in Section 8 of
the Credit Agreement are true and complete in all material respects on the
date hereof as if made on and as of the date hereof (unless such
representation and warranty is expressly stated to be made as of an
earlier date) and as if each reference in said Section S to "this
Agreement" included reference to this Agreement;
(b) on the date hereof, and after giving effect to this Agreement,
no Default or Event of Default has occurred
and is continuing;
(c) the execution, delivery and performance by each Obligor of this
Agreement and any other Basic Document to be executed by it in connection
with this Agreement are within such Obligor's corporate powers, have been
duly authorized by all necessary corporate action, and do not
(1) contravene such Obligor's organizational documents
(ESTATUTOS SOCIALES);
(2) contravene any contractual restriction, law or
governmental regulation or court decree or order binding on or
affecting such Obligor; or
(3) result in, or require the creation or imposition of, any
Lien on any of such Obligor's properties;
(d) other than the Amendment to the registration referred to in
Section 3(b) hereof, no authorization or approval or other action by, and
no notice to or filing with, any governmental authority or regulatory body
or other Person is required for the due execution, delivery or performance
by any Obligor of this Agreement or any other Basic Document to be
executed by it in connection with this Agreement, and
(e) this Agreement constitutes and each other Basic Document
executed by the Obligors in connection with this Agreement will, on the
due execution and delivery thereof, constitute, the legal, valid and
binding obligations of each Obligor enforceable in accordance with their
respective terms, except as such enforceability may be limited by
bankruptcy, insolvency, reorganization, moratorium or similar laws of
general applicability affecting the enforcement of creditors' rights.
Section 5. RATIFICATION OF AND REFERENCES TO THE CREDIT AGREEMENT. This
Agreement shall be deemed to be an amendment to the Credit Agreement, and the
Credit Agreement, as amended hereby, is hereby ratified, approved and
confirmed in each and every respect. All references to the Credit Agreement
in any other document, instrument, agreement or writing shall hereafter be
deemed to refer to the Credit Agreement as amended hereby. Nothing in this
Agreement shall be deemed to be a waiver of any Default or Event of Default.
Section 6. GOVERNING LAW; EXECUTION IN COUNTERPARTS; ETC., This
Agreement shall be governed by, and construed in accordance with, the law of
the State of New York, United States of America. Each of the Obligors hereby
agrees that the provisions of Sections 12.13, 12.14 and 12.15 of the Credit
Agreement, including (without limitation) the submission by the Obligors to
the jurisdiction of the Supreme Court of the State of New York, County of New
York, and the United States District Court for the Southern District of New
York, shall apply to this Agreement. This Agreement may be executed by the
parties hereto in several counterparts, each of which shall be deemed to be
an original and all of which shall constitute but one and the same agreement.
Each reference to the Credit Agreement in any Basic Document shall be deemed
to be a reference to the Credit Agreement as amended hereby. Except as herein
provided, the Credit Agreement shall remain unchanged and in full force and
effect.
COMPANY:
VTR GLOBALCOM S.A.
By /s/ Xxxx Xxxxx
--------------------------------
Title: CEO
By /s/ Xxxxxxxx Chaveyriat
--------------------------------
Title: CFO
SUBSIDIARY GUARANTORS:
VTR NET S.A.
By /s/ Xxxx Xxxxx
--------------------------------
Title: CEO
VTR BAMDA ANCHA S.A.
By /s/ Xxxx Xxxxx
--------------------------------
Title: CEO
VTR GALAXY CHILE S.A.
By /s/ Xxxx Xxxxx
--------------------------------
Title: CEO
VTR GLOBALCARRIER
By /s/ Xxxx Xxxxx
--------------------------------
Title: CEO
VTR INGENIERIA S.A.
By /s/ Xxxx Xxxxx
--------------------------------
Title: CEO
LENDERS:
THE TORONTO-DOMINION BANK
By /s/ Xxx Xxxxxxxx
--------------------------------
Title: Manager Credit Admin.
BANKBOST0N N.A., NASSAU BRANCH
By /s/ Xxxxxxx Xxxxxx
--------------------------------
Title: Authorized Officer
JPMORGAN CHASE BANK
By /s/ Xxxxxxx Xxxxxx
--------------------------------
Title: Vice President
CITIBANK, N.A.
By /s/ Xxxxx Xxxxxxx
--------------------------------
Title: Vice President
CREDIT LYONNAIS, NEW YORK BRANCH
By /s/ Xxxxx Xxxxxx
--------------------------------
Title: Senior Vice President
EXPORT DEVELOPMENT CANADA
By /s/ Xxxx Xxxxxxxx
--------------------------------
Title: Manager, Special Risks
By /s/ Xxx Xxxxxx
--------------------------------
Title: Loan Asset Manager
ING BANK N.V., CURACAO BRANCH
By /s/ Xxxxxx Xxxxxxxxx
--------------------------------
Title: Attorney In Fact
CANADIAN IMPERIAL BANK OF COMMERCE
By /s/ Xxxx X. Xxxxxxx
--------------------------------
Title: Executive Director
ADMINISTRATIVE AGENT:
TORONTO DOMINION (TEXAS), INC.
By /s/ Xxx Xxxxxxxx
--------------------------------
Title: Vice President
