Escolar Documentos
Profissional Documentos
Cultura Documentos
(4) SHINHAN BANK, a bank organized and existing under the laws of the Republic
of Korea (Shinhan);
(5) HSBC, as the KEXIM facility agent (in such capacity, the KEXIM Facility
Agent);
(7) HSBC, as the offshore collateral agent (in such capacity, the Offshore Collateral
Agent),
(the foregoing, collectively, the Parties, and as used below with reference to a particular
agreement, Parties shall refer only to the parties to such agreement).
WITNESSETH
WHEREAS, the Borrower has requested the Senior Lenders to provide loans to
finance the construction, completion, ownership, operation, management and
development of the Project;
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WHEREAS, in connection therewith, the Parties have entered into that certain
Common Terms Agreement, dated as of November 14, 2012 (as may be further amended,
restated, supplemented or otherwise modified from time to time, the Common Terms
Agreement).
WHEREAS, the Borrower, KEXIM, HSBC, Shinhan, Woori and the KEXIM
Facility Agent have entered into that certain KEXIM Facilities Agreement, dated as of
November 14, 2012 (as may be further amended, restated, supplemented or otherwise
modified from time to time, the KEXIM Facilities Agreement);
WHEREAS, the Borrower and IFC have entered into that certain IFC A Loan
Agreement, dated as of November 14, 2012 (as may be further amended, restated,
supplemented or otherwise modified from time to time, the IFC A Loan Agreement);
WHEREAS, the Borrower and IFC have entered into that certain IFC C Loan
Agreement, dated as of November 14, 2012 (as may be further amended, restated,
supplemented or otherwise modified from time to time, the IFC C Loan Agreement);
WHEREAS, the Borrower has submitted a waiver request dated February 13,
2013, to IFC, as A Loan Lender, and the KEXIM Facility Agent (the Waiver Request)
requesting a waiver of the requirement to deliver a Disbursement Request for
Disbursement of the Senior Loans no less than fifteen (15) Business Days prior to the
requested Disbursement Date; and
WHEREAS, the Parties wish to enter into this Amendment No. 1 to waive
certain conditions to Disbursement of the Senior Loans and to make certain amendments
to the Common Terms Agreement, the KEXIM Facilities Agreement, the IFC A Loan
Agreement and the IFC C Loan Agreement (each an Amended Agreement),
NOW, THEREFORE, in consideration of the foregoing and for other good and
valuable consideration, the receipt and sufficiency of which are hereby acknowledged,
the Parties agree as follows:
ARTICLE I
DEFINITIONS; RULES OF INTERPRETATION
Except as otherwise expressly provided herein, the Parties agree that capitalized
terms used in this Amendment No. 1 (including such terms used in the preamble and
recitals above) shall have the meanings given to them in the relevant Amended
Agreement.
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Section 1.2. Rules of Interpretation.
The Parties agree that the rules of interpretation set forth in Section 1.03
(Interpretation) of the Common Terms Agreement shall apply to this Amendment No. 1
as if set forth herein.
ARTICLE II
AMENDMENTS TO COMMON TERMS AGREEMENT
With effect on and as of the Effective Date, the Parties hereby agree that Section
1.01 (Definitions) of the Common Terms Agreement is hereby amended as follows:
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Agreement, SIRCI Trustee, and Sponsor Support LC are deleted and
replaced in their entirety with the following:
Financing Documents
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(c) the Intercreditor Agreement;
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LIBOR01) or, if not available, on the relevant pages of any other
service (such as Bloomberg Financial Markets Service) that
displays such BBA rates; provided that if BBA, or any successor
administrator of LIBOR, for any reason ceases (whether
permanently or temporarily) to publish interbank offered rates for
deposits in the Loan Currency, LIBOR with respect to any Senior
Loan shall mean the rate determined pursuant to the Senior Loan
Agreement relating to such Senior Loan;
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0017217-0000164 NY:15910224.11
SIRCI Trustee Fiduciaria Davivienda S.A.
Fidudavivienda S.A., or any successor thereto in accordance with
the terms and conditions of the SIRCI Trust Agreement;
(d) the amount of revenues due from the SITP Trust to the
SIRCI Trust does not exceed an amount equivalent to eight (8)
weeks of revenues under the Concession Agreement reported as
due by the SITP Trust to the SIRCI Trust, pursuant to the SITP
Trust weekly revenues report;
With effect on and as of the Effective Date, the Parties hereby agree that Section
2.09 (Allocation of Partial Payments) of the Common Terms Agreement is hereby
amended and restated in its entirety to read as follows:
With effect on and as of the Effective Date, the Parties hereby agree that Section
3.01 (Representations and Warranties) of the Common Terms Agreement is hereby
amended as follows:
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0017217-0000164 NY:15910224.11
4) the existing Section 3.01(w) (Construction Budget; Financial Model;
Financial Plans) is deleted in its entirety and replaced with the following:
With effect on and as of the Effective Date, the Parties hereby agree that Section
4.01 (Conditions of First Disbursement) of the Common Terms Agreement is hereby
amended as follows:
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0017217-0000164 NY:15910224.11
a. after the words "dated as of the Closing Date", by inserting the words "or,
if the C Loan Disbursement Date occurs no more than fifteen (15)
Business Days prior to the Closing Date, as of the C Loan Disbursement
Date,";
c. by deleting the word "and" in clause (vi) and inserting the word "and" at
the end of clause (vii); and
3) the existing Section 4.01(f) (Auditor's Certificate) is deleted in its entirety and
replaced with the following:
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0017217-0000164 NY:15910224.11
Financial Statements and Reports) and the financial statements of
the Sponsors required under the Project Funds and Share Retention
Agreement, certified by Carlos Eduardo Orduz (in the case of
audited financial statements of Citymovil and EDTM), Juan
Francisco Pinto (in the case of the audited financial statements of
Land Developer) and Deloitte (in the case of the audited financial
statements of LG) or an Authorized Representative of the
Borrower or the relevant Sponsor, as applicable (in the case of the
unaudited Financial Statements);
8) in Section 4.01(n) (Budgets; Financial Model), after the words "dated the
Closing Date", by inserting the words "or, if the C Loan Disbursement Date
occurs no more than fifteen (15) Business Days prior to the Closing Date, the
C Loan Disbursement Date,";
9) in Section 4.01(o) (Closing Certificates), after the words "dated the Closing
Date", by inserting the words "or, if the C Loan Disbursement Date occurs no
more than fifteen (15) Business Days prior to the Closing Date, the C Loan
Disbursement Date,";
11) in Section 4.01(v) (Solvency Certificate), by deleting the words "each Credit
Party" and replacing them with "the Borrower"; and
12) in Section 4.01(x) (Appointment of Auditors), by deleting the words "Each of",
"and the SIRCI Trust", and ", in the case of the Borrower,".
With effect on and as of the Effective Date, the Parties hereby agree that Section
4.02(m) (Concession Agreement) of the Common Terms Agreement is hereby amended
and restated in its entirety to read as follows:
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0017217-0000164 NY:15910224.11
place an order to acquire the equipment that will be funded with
such Disbursement and (ii) a certificate of the SIRCI Trust, signed
by an Authorized Representative thereof, certifying that the
amount of revenues due from the SITP Trust to the SIRCI Trust
does not exceed an amount equivalent to eight (8) weeks of
revenues under the Concession Agreement reported as due by the
SITP Trust to the SIRCI Trust, pursuant to the SITP Trust weekly
revenues report;
With effect on and as of the Effective Date, the Parties hereby agree that Section
5.01 (Affirmative Covenants) of the Common Terms Agreement is hereby amended as
follows:
1) in Section 5.01(e)(i) (Auditors), by deleting the words "and procure that such
firm is appointed and maintained as auditors of the SIRCI Trust";
3) the existing Section 5.01(p) (Revenues) is deleted in its entirety and replaced
with the following:
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Externo), as applicable, in each case duly and timely duly filed
with the Central Bank through an authorized intermediary of the
foreign exchange market in the Country as required by and in
accordance with Applicable Law;
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Amendment to the Registration of Foreign Debt. Within the time
limit required by the laws of the Country, the Borrower shall file
before the Central Bank of the Country each amendment to any of
the Senior Loan Agreements and the IFC C Loan Agreement, and
no later than twenty (20) Business Days following execution of
each such amendment, the Borrower shall deliver to the Senior
Lenders evidence of the due and timely registration of each such
amendment before the Central Bank of the Country.
With effect on and as of the Effective Date, the Parties hereby agree that Section
5.02 (Negative Covenants) of the Common Terms Agreement is hereby amended as
follows:
With effect on and as of the Effective Date, the Parties hereby agree that a new
Section 5.03(n) (Certain Borrower Agreements) is added as follows:
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Section 2.9. Amendments to Section 5.04 (Insurance).
With effect on and as of the Effective Date, the Parties hereby agree that Section
5.04(b)(iv) (Policy Provisions) is amended and restated in its entirety to read as follows:
With effect on and as of the Effective Date, the Parties hereby agree that Section
8.05 (Senior Lenders' Instructions) of the Common Terms Agreement is hereby amended
by adding a new paragraph (d) as follows:
With effect on and as of the Effective Date, the Parties hereby agree that Annex B
(Borrower/Project Authorizations) of the Common Terms Agreement is hereby amended
by deleting the existing Annex B and replacing it in its entirety with Annex I hereto.
With effect on and as of the Effective Date, the Parties hereby agree that Annex C
(Insurance Requirements) of the Common Terms Agreement is hereby amended by
deleting the existing Annex C and replacing it in its entirety with Annex II hereto.
With effect on and as of the Effective Date, the Parties hereby agree that Annex F
(Borrower Agreements) of the Common Terms Agreement is hereby amended by
deleting the existing Annex F and replacing it in its entirety with Annex III hereto.
With effect on and as of the Effective Date, the Parties hereby agree that Schedule
2 (Form of Request for Disbursement) of the Common Terms Agreement is hereby
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amended by deleting footnote 4 and the brackets around the phrase "quality of service
factor".
With effect on and as of the Effective Date, the Parties hereby agree that Schedule
4 (Form of Service Process Letter) of the Common Terms Agreement is hereby amended
by deleting the existing footnote 21 and replacing it in its entirety with the following:
Such date shall be six (6) months after the final C Loan repayment
date.
With effect on and as of the Effective Date, the Parties hereby agree that Schedule
5 (Form of Letter to Borrower's Auditors) of the Common Terms Agreement is hereby
amended by deleting the existing Schedule 5 and replacing it in its entirety with Annex
IV hereto.
With effect on and as of the Effective Date, the Parties hereby agree that Schedule
15 (Form of Solvency Certificate) of the Common Terms Agreement is hereby amended
by deleting the existing Schedule 15 and replacing it in its entirety with Annex V hereto.
ARTICLE III
AMENDMENTS TO KEXIM FACILITIES AGREEMENT
With effect on and as of the Effective Date, the Parties hereby agree that Section
5.2(a) (Completion of a Disbursement Request) of the KEXIM Facilities Agreement is
hereby amended as follows:
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With effect on and as of the Effective Date, the Parties hereby agree that Section
23.5 (Combined KEXIM Facilities Majority Lenders' Instructions) of the KEXIM
Facilities Agreement is hereby amended by adding a new paragraph (e) as follows:
With effect on and as of the Effective Date, the Parties hereby agree that Schedule
3 (Repayment Schedule) of the KEXIM Facilities Agreement is hereby amended by
deleting the existing Schedule 3 and replacing it in its entirety with Annex VI hereto.
ARTICLE IV
AMENDMENTS TO IFC A LOAN AGREEMENT
With effect on and as of the Effective Date, the Parties hereby agree that Section
2.04 (Interest) of the IFC A Loan Agreement is hereby amended and restated in its
entirety as follows:
ARTICLE V
AMENDMENTS TO IFC C LOAN AGREEMENT
With effect on and as of the Effective Date, the Parties hereby agree that Section
1.01 (Definitions) of the IFC C Loan Agreement is hereby amended as follows:
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(b) (x) with respect to any Financial Year in which all of the
Stepdown Conditions have been satisfied in form and substance
satisfactory to IFC, three quarters of one percent (0.75%) or (y)
with respect to any Financial Year in which any of the Stepdown
Conditions have not been satisfied in form and substance
satisfactory to IFC, one percent (1.00%), in each case multiplied
by Additional Annual Revenues, determined by reference to the
audited financial statements for the relevant Financial Year most
recently ended, provided however, that, the Additional Interest
Compensation payable in respect of:
4) The following defined terms are hereby added and defined as follows:
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"Company" has the meaning given to it in Section 3.04(d);
(i) each of the conditions set forth in Section 3.04(d) has been
satisfied;
(iii) for the Fiscal Year with respect to which the Additional
Interest Compensation is being calculated, the fees paid by the
Company to the Borrower exceed the amount equal to four percent
(4%) of the sum of (a) Annual Revenues17.5% and (b) Additional
Annual Revenues, in each case for such Fiscal Year;
With effect on and as of the Effective Date, the Parties hereby agree that Section
2.02 (Interest) of the IFC C Loan Agreement is hereby amended as follows:
With effect on and as of the Effective Date, the Parties hereby agree that Section
2.06(a) (Repayment) of the IFC C Loan Agreement is hereby amended and restated in its
entirety as follows:
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Interest Payment Dates as set out in Schedule 7 (Repayment
Schedule), provided that, each repayment of the C Loan shall be of
the Dollar Equivalent of the Notional Colombian Peso Principal
Amount by which the outstanding amount of the C Loan is being
repaid as determined (subject to Section 1.04(b)) two (2) Bogota
and New York Business Days prior to the relevant C Loan Interest
Payment Date.
With effect on and as of the Effective Date, the Parties hereby agree that Section
2.08 (Default Interest Rate) of the IFC C Loan Agreement is hereby amended by deleting
each occurrence of the term "Interest Payment Date" and replacing it with the term "C
Loan Interest Payment Date.
With effect on and as of the Effective Date, the Parties hereby agree that Section
3.01(c) (Further Conditions of First Disbursement) of the IFC C Loan Agreement is
hereby deleted in its entirety.
With effect on and as of the Effective Date, the Parties hereby agree that the
heading of Section 3.02 of the IFC C Loan Agreement is hereby amended and restated as
"Further Conditions of Each Disbursement".
With effect on and as of the Effective Date, the Parties hereby agree that Section
3.02(c) (Further Conditions of Each Disbursement) of the IFC C Loan Agreement is
hereby amended and restated as follows:
(c) [Reserved]
With effect on and as of the Effective Date, the Parties hereby agree that Section
3.04 (Covenants) of the IFC C Loan Agreement is hereby amended by inserting new
clauses (d), (e) and (f) as follows:
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used by TMSA be developed by and through the Borrower in
accordance with the Concession Agreement until the earlier of (i)
the sixth (6th) anniversary of the C Loan Disbursement Date and
(ii) the date on which all of the following conditions have been
satisfied: (A) IFC has acquired a 10% equity interest in a special
purpose entity (the Company) formed and owned, directly or
indirectly, by Carlos Rios Velilla, Javier Rios Velilla and Helmut
Mildenberg, collectively, for the purpose of conducting, directly or
through subsidiaries of the Company, the Non-Transport Related
Activities on an exclusive basis and (B) agreements in form and
substance satisfactory to IFC, including a shareholders agreement
and a put option agreement, have been entered into pursuant to
which, among other things, IFC has an option to acquire an
additional 10% equity interest in the Company at fair market value.
(f) The Borrower shall ensure that IFC has received, no later
than one (1) Bogot Business Day following the C Loan
Disbursement Date, a letter from each lender under each Bridge
Financing Facility, in form and substance satisfactory to the Senior
Lenders, stating all payments payable by the Borrower under its
respective Bridge Financing Facility have been finally paid, all
commitments under such Bridge Financing Facility have been
cancelled or have expired and all security in respect of the
Borrower's obligations thereunder has been released.
With effect on and as of the Effective Date, the Parties hereby agree that Schedule
3 (Form of Confirmation) of the IFC C Loan Agreement is hereby amended by deleting
the term "Interest Payment Date" at the end of the last full paragraph and replacing it with
the term "C Loan Interest Payment Date.
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ARTICLE VI
WAIVERS
With effect on and as of the Effective Date, IFC, as A Loan Lender, and the
KEXIM Facility Agent hereby agree, for purposes of the first Disbursement of the Senior
Loans only, to waive Section 5.1 (Delivery of a Disbursement Request) of the KEXIM
Facilities Agreement solely to the extent that, subject to the prior satisfaction of all
applicable conditions in the KEXIM Facilities Agreement and the Common Terms
Agreement, the Borrower may submit a Disbursement Request to the KEXIM Facility
Agent not later than 10:00 a.m. (New York time) five (5) Business Days before the
requested Utilisation Date.
Section 6.2. Waiver of Computer Crime Policy under Section 5.04 of the
Common Terms Agreement.
With effect on and as of the Effective Date, IFC, as A Loan Lender, and the
KEXIM Facility Agent hereby agree, solely for purposes of disbursement of the C Loan
and the first Disbursement of the Senior Loans, to waive the obligations of the Borrower
under Section 5.04 (Insurance) of the Common Terms Agreement in relation to the
Computer Crime Policy included in Annex C to the Common Terms Agreement;
provided, however, that the Borrower shall obtain and comply with all said obligations
regarding the Computer Crime Policy no later than five (5) weeks after the C Loan
Disbursement Date.
With effect on and as of the Effective Date, IFC, as A Loan Lender, and the
KEXIM Facility Agent hereby agree, solely for purposes of disbursement of the C Loan
and the first Disbursement of the Senior Loans, to waive the obligations of the Borrower
under Section 5.03(a) (Quarterly Financial Statements and Reports) of the Common
Terms Agreement solely to the extent that each of the financial statements and reports
required to be delivered pursuant to clauses (i) through (iv) and (vi) of such Section
5.03(a) shall not be required to be delivered prior to disbursement of the C Loan or the
first Disbursement of the Senior Loans, provided that the Borrower shall deliver each
such financial statement and report to the Senior Lenders no later than March 15, 2013.
Section 6.4. Waiver of Deadline for Registering the EDTM Quota Pledge
Agreement under Section 3.04(ii) Thereof
With effect on and as of the Effective Date, IFC, as A Loan Lender, and the
KEXIM Facility Agent hereby agree, for purposes of compliance with the EDTM Pledge
Agreement only, to waive the obligations of the Borrower under Section 3.04(ii) of the
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EDTM Quota Pledge Agreement solely in relation to the deadline for submitting the fully
executed EDTM Quota Pledge Agreement to the Chamber of Commerce of Bogot for
registration; provided, however, that the Borrower shall register the EDTM Quota Pledge
Agreement no later than one (1) Business Day following receipt of the duly notarized and
apostilled counterpart signatures of IFC and the KEXIM Facility Agent. In addition, no
later than one (1) Business Day following receipt by the Borrower of the certificate
evidencing the conclusive registration of the EDTM Quota Pledge Agreement in the
Chamber of Commerce of Bogot, and in any event no later than twenty (20) Business
Days following the date on which the EDTM Quota Pledge Agreement was submitted to
the Chamber of Commerce of Bogot for registration, the Borrower shall deliver such
registration certificate to the Senior Lenders.
The Borrower acknowledges and agrees that (a) the granting of the waivers in this
Article V shall not be deemed to be a novation of any Amended Agreement or any other
Financing Document, and all terms, covenants and provisions of such documents shall
remain in full force and effect (except to the extent expressly waived herein); (b) no
portion of the waivers in this Article V shall under any circumstance be deemed to be an
amendment of any provision of any Amended Agreement or any other Financing
Document; (c) the willingness of the Lenders to grant the waivers in this Article V does
not establish a course of dealing or otherwise obligate the Lenders to agree to any waiver
of similar or different conditions precedent under the Amended Agreements or any other
Financing Document, as the case may be, in the future; (d) this letter does not constitute a
waiver of any condition precedent, misrepresentation, breach of covenant, Default or
Event of Default under any Amended Agreement or any other Financing Document
except as expressly set forth herein; and (e) the granting of the waivers in this Article V
does not in any manner prohibit any Lender from refusing to make any Disbursement in
accordance with the terms of the Amended Agreements or any other Financing Document
if any other applicable condition precedent is deemed not satisfied.
ARTICLE VII
MISCELLANEOUS
(a) With effect on and as of the Effective Date, each reference in the Common
Terms Agreement, the KEXIM Facilities Agreement, the IFC A Loan Agreement or the
IFC C Loan Agreement to this Agreement, hereunder, hereof, herein, hereby
or words of like import, and each reference in the other Financing Documents to such
Amended Agreement, thereunder, thereof, therein, thereby or words of like
import referring to the Amended Agreement, shall mean and be a reference to the
applicable Amended Agreement as amended hereby.
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(c) The execution, delivery and effectiveness of this Amendment No. 1 shall
not, except as expressly provided herein, operate as a waiver of any right, power or
remedy of any party to any Amended Agreement, nor constitute a waiver of any
provision of such Amended Agreement.
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INTERNATIONAL FINANCE
Name:
--------------------
Title: Bernay,'i
Director
Infrastructure 8. NatlJrai Resourros
Africa, Latin Amer!ca and the Cant
International FInance Corporation
ANNEX B
BORROWER/PROJECT AUTHORIZATIONS
ANNEX C
INSURANCE REQUIREMENTS
1) Property All Risks or Fire and named perils, based on new replacement cost of assets
for the control centers and the backup control center (level 4 technical facility)
2) Computer Crime Policy with a minimum limit of USD 1,000,000 per occurrence
3) Third Party Liability with a minimum limit of USD 5,000,000 per occurrence
ANNEX F
BORROWER AGREEMENTS
(See Sections 3.01(j)(i) and Section 4.01(t) of the Common Terms Agreement)
Object of Duration
Contract Contractor Value
theContract (Years)
Over USD
1. Citymovil Chile Technical Advisory 3years
$150.000
Technologic and Over USD
2. Datatools Undefined
Managerial Services $150.000
6 Months Over USD
3. COEXCO Financial Advisory
(extendable) $20.000
Over USD
4. Consultoria Legal Legal Advisory Undefined
$150.000
CARLOS
Until end of Over USD
5. FEDERICO Legal Advisory
Legal Processes $20.000
SEPULVEDA
FERNANDO
Until end of Over USD
6. MONTOYA Legal Advisory
Legal Processes $20.000
MATEUS
6 Months Over USD
7. SIGMA Strategic Advisory
(extendable) $20.000
Advisory on Design
4 Months Over USD
8. GSD Plus and Implementation
(extendable) $150.000
of the SIRCI
Until end of
Gmez Pinzn Legal Advisory - Over USD
9. Financial
Zuleta FinancialClosing $150.000
Closing Process
1 Year Over USD
10. Pardo & Asociados Tax Advisory
(extendable) $20.000
Fare Collection and
6 Months Over USD
11. Vettica Managerial
(extendable) $150.000
Advisory
Until end of
GOAL (Fleet
Implementation
Management System Over USD
12. GOAL Amrica for Distribution.
Software) Licenses $150.000
Maintenance
and Maintenance
Undefined
13. UNE TETRA Network Undefined Over USD
Maintenance $150.000
INVERSIONES 33 RB Main Office 2 Years Over USD
14.
E.U Lease (Extendable) $20.000
Adriano Angel Over USD
15. Office Maintenance Undefined
Castillo $20.000
Over USD
16. Fiducafe SIRCI Trust 16 Years
$20.000
Fiduciaria de 4 Years Over USD
17. Fiducia SITP
Occidente (extendable) $20.000
Fare Collection and
JAVIER Over USD
18. Managerial 1 Year
CANCELA $20.000
Advisory
19. Turnstiles for Bus 1 Year Over USD
Wolpac
Supplier (extendable) $150.000
20. Telecommunications
Over USD
LEVEL 3 Services for WAN 3 Years
$150.000
Connectivity
21. Supplies for 1 Year Over USD
SERVIDOTAR
operative employees (extendable) $150.000
22. Personnel Selection
6 Months Over USD
Atecno and Human
(extendable) $150.000
Resources Services
23. VALORES ATLAS Secure Cash Over USD
3 Years
S.A. Collection $150.000
24. Import Duties and Over USD
Ingrid Daz. 1 Year
Taxes Advisory $20.000
25. Cabling and IP
Media Commerce Over USD
Communications for Undefined
S.A. $20.000
Main Office
26. Trunk Over USD
AVANTEL 5 Years
Communications $150.000
27. Internet, MLPS Data Over USD
ETB 2 Years
and CCTV $150.000
28. PCS,
Communications Over USD
TIGO 4 Months
and Complementary $20.000
Services
29. Telecommunications Over USD
TELEFONICA 36 Months
Services $150.000
30. Design, supply,
implementation,
Over USD
TELMEX operations and Undefined
$150.000
maintenance of
SIRCI subsystems
31. Over USD
LG CNS Main Contractor 5 Years
$150.000
32. TRANZA SAS - External Recharge Over USD
3 Years
MOVILRED Network $150.000
33. Over USD
ALLUS Call Center Undefined
$150.000
ANNEX IV
SCHEDULE 5
[Borrowers Letterhead]
[Date]
[NAME OF AUDITORS]
[ADDRESS]
We hereby authorize and request you to give to the Export-Import Bank of Korea,
[HSBC Bank USA, National Association], [Shinhan Bank], [Woori Global Markets Asia
Limited] and International Finance Corporation (the Senior Lenders) all such
information as the Senior Lenders may reasonably request with regard to the financial
statements (both audited and unaudited), accounts and operations of the undersigned
company. We have agreed to supply that information and those statements under the
terms of a Common Terms Agreement among the undersigned company and the Senior
Lenders dated November 14, 2012 (the Common Terms Agreement). For your
information we enclose a copy of the Common Terms Agreement.
We authorize and request you to send two copies of the audited accounts of the
undersigned company to the Senior Lenders to enable us to satisfy our obligation to the
Senior Lenders under Section 5.03(b)(i) of the Common Terms Agreement. When
submitting the same to the Senior Lenders, please also send, at the same time, a copy of
your full report on such accounts in a form reasonably acceptable to the Senior Lenders.
Please note that under Section 5.03(b)(ii) and (iii) and Section 5.03(c) of the
Common Terms Agreement, the Borrower is obliged to provide the Senior Lenders with:
(B) the Auditors are not aware of any non-compliance by the Borrower
with such covenants.
Please also submit each such communication and report to the Senior Lenders
with the audited accounts.
For our records, please ensure that you send to us a copy of every letter that you
receive from the Senior Lenders immediately upon receipt and a copy of each reply made
by you immediately upon the issue of that reply.
Yours truly,
RECAUDO BOGOT SAS
By ________________________
Authorized Representative
Enclosure
cc: Director
Infrastructure and Natural Resources Department
International Finance Corporation
2121 Pennsylvania Avenue, N.W.
Washington, D.C. 20433
United States of America
Shinhan Bank
23-2, Yeouido-Dong, Yeongdeungpo-Gu
Seoul 150-712, Korea
Attention: Kim, Yu Ki (Manager)
Kim, Jung Ki (Manager)
[NAME OF AUDITORS]
By ________________________
Authorized Representative
ANNEX V
SCHEDULE 15
I, [NAME], the duly elected, qualified and acting [TITLE] of the Borrower, DO
HEREBY CERTIFY as follows:
1. I have carefully reviewed the Loan Agreement and the other IFC
Financing Documents and such other documents as I have deemed
relevant and the contents of this Certificate and, in connection herewith,
have made such investigation, as I have deemed necessary therefor. I
further certify that the financial information and assumptions which
underlie and form the basis for the representations made in this Certificate
were reasonable when made and were made in good faith and continue to
be reasonable as of the date hereof.
5. The Borrower does not intend to, nor believes that it will, incur
debts that would be beyond its ability to pay as such debts mature.
By:___________________________
Name:
Title:
ANNEX VI
SCHEDULE 3
REPAYMENT SCHEDULE
REPAYMENT SCHEDULE
REPAYMENT SCHEDULE
Que, de acuerdo con el artculo [30] del Contrato de Concesin No. 001 de
2011, el contrato de fiducia que celebre el concesionario bajo dicho
contrato, tendr la finalidad de manejar los recursos que se aporten o
genere el proyecto objeto del Contrato de Concesin No. 001 de 2011,
incluyendo aquellos derivados de recursos de financiacin derivados de
mecanismos de financiacin implementados por el concesionario.
The definition of " Banco Aceptable" shall be amended in the SIRCI Trust
Agreement as follows: